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In a world fraught with business risk, it is critical to equip boards with the knowledge to recognize red flags when they arise...

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In a world fraught with business risk, it is critical to equip boards with the knowledge to recognize red flags when they arise and to handle them appropriately.Join MoFo and Gallagher (formerly Woodruff Sawyer) for an interactive program where our presenters will guide attendees through a “ripped from the headlines” fact pattern designed to spark engaging discussion and practical analysis valuable to every board advisor.Following the program, please join us for a networking reception featuring an exclusive wine-tasting experience led by Master Sommelier Chris Gaither. This is a unique opportunity to explore a curated selection of wines under Chris’s expert guidance while continuing the conversation with fellow attendees.If you are interested in attending this event, please reach out to <a href="mailto:dargueta@mofo.com">Deborah Argueta</a>.<hr class="divider">In the 10 weeks leading up to this event, we will publish a weekly client alert series highlighting key risk areas that public companies and their board of directors should keep top of mind. Recent alerts in the series include:<ul><li>Week 1: <a href="/resources/insights/260304-red-flags-everywhere-ten-risks-for-directors-week-1" target="_self">Director Oversight of AI Requires Strong Processes and Good-Faith Engagement</a></li><li>Week 2: <a href="/resources/insights/260312-red-flags-everywhere-ten-risks-for-directors-week-2" target="_self">Board Engagement with Political and Social Issues Should Be Tied to Stockholder Value</a></li><li>Week 3: <a href="/resources/insights/260318-red-flags-everywhere-ten-risks-for-directors-week-3?utm_source=publication&utm_medium=email" target="_self">Board Refreshment and Director Risk: Navigating Investor Demands and Delaware Constraints</a></li></ul><hr>

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Christin Hill is a partner in Morrison Foerster’s San Francisco office and a member of the firm's Securities Litigation group. Christin has extensive experience representing clients in securities class actions, derivative actions and other complex civil litigation in both federal and state courts, as well as in government and internal investigations.With over a decade of experience in private practice, Christin has successfully represented public companies and their boards of directors and officers in securities fraud actions, derivative actions, SEC enforcement actions, internal investigations, and general corporate counseling. She also has experience working with pre-IPO companies in complex civil litigation in both federal and state court, internal investigations, responding to government inquiries, and advising on general compliance matters.Before joining Morrison & Foerster, Christin served as senior counsel at Uber Technologies, Inc., where she managed complex civil litigation including consumer class actions, intellectual property matters, and government investigations. She was also a lead member of Uber’s global compliance team, through which she created and implemented new compliance policies and training programs and advised company management in responding to government inquiries.Christin also served as an assistant district attorney in the San Francisco District Attorney’s Office, where she successfully prosecuted three misdemeanor criminal jury trials. Early in her career, she served as a judicial clerk for the Honorable John A. Houston in the U.S. District Court for the Southern District of California.

Christin Hill

Partner

Eric Akira Tate chairs the firm’s Global Employment and Labor Group. He represents technology and other companies in bet-the-company trade secrets and employee mobility cases. Eric also represents boards of directors and companies in #MeToo and other sensitive internal investigations and disputes with executives, whistleblower, wrongful termination, discrimination and harassment, and other employment litigation.Eric also advises companies in employment law compliance and transactional matters, including restrictive covenants and other personnel policies and procedures, and employment aspects of mergers and acquisitions throughout the United States and globally.Eric’s recent board of directors and executive dispute matters include: defending a publicly traded UK company in the defense of a wrongful termination suit by the former CEO of its U.S. subsidiary; representing a TSX-traded Canadian company in wrongful termination and other claims alleged by two terminated C-suite executives; represented a publicly traded Japanese investment firm in separation of a C-suite executive; represented a publicly traded Japanese healthcare company in the separation of the CEO and 20+ other U.S. executives, including defense of several wrongful termination and discrimination claims; and represented a publicly traded Fortune 200 technology company in investigation of discrimination and harassment claims against a C-suite executive, who subsequently resigned without incident. Regarding trade secrets and employee mobility issues, Eric represented Uber in its diligence investigation as part of its acquisition of Ottomotto, the autonomous vehicle startup founded by former Google engineers. He then helped lead Uber’s defense of the subsequent patent infringement and trade secrets misappropriation suit, which settled several days into trial in February 2018. In addition to technology companies, Eric has handled similar matters for companies across many industries, including, but not limited to, Williams Sonoma v. Restoration Hardware, International Lease Finance Co. v. Air Lease Corporation, Melaleuca, Inc. v. Shaklee Corporation, and New Century Mortgage v. Encore Credit.Most recently, Eric was recognized by Chambers USA for Labor & Employment, again by Best Lawyers as a leading lawyer in employment law, again by the Daily Journal as one of California’s Top Labor and Employment Lawyers and Top Trade Secrets Lawyers, again by Benchmark Litigation as a Labor and Employment Star, and again named to Law360’s 2023 EA Discrimination Editorial Advisory Board. Eric was elected as a Fellow of the College of Labor and Employment Lawyers in 2021.Eric is committed to advancing diversity, equity, and inclusion at the firm and development of the legal profession generally. Eric has served on the firm’s Diversity Strategy Committee since its inception and is a past co-chair. Eric is a former hiring partner for the Palo Alto office and past member of the firmwide Pro Bono and Litigation Evaluations Committees. Eric serves on the Points Committee for the firm. Eric serves as a partner sponsor for multiple affinity groups at the firm and as a formal and informal mentor to associates around the firm. Eric is a leader in the American Bar Association’s (ABA’s) Labor and Employment (LEL) Section and LEL’s Employment Rights and Responsibilities (ERR) Committee. Eric is serving his second term on the governing Council (Board of Directors) for the LEL Section. Eric serves as co-chair of ERR’s Covenants Not to Compete and Trade Secrets Subcommittee. Eric is a past co-chair of the ABA LEL Annual Meeting Committee, the LEL Section Annual CLE Conference, and ERR’s Alternative Dispute Resolution, Employment At-Will and Collateral Torts, and Worker Dislocation Subcommittees. He also has served on the Planning Committee for the National Employment Law Council’s Annual Conference.For nearly 15 years, Eric has served as a mediator for the Northern District of California’s Alternative Dispute Resolution Program, handling employment discrimination and harassment, wrongful termination, trade secrets and employee mobility, and other employment-related and disability matters.Additionally, Eric is a thought leader in various employment law areas and recognized authority in trade secrets and employee mobility. He serves on the Board of Review for leading BNA treatises Trade Secrets: A State-by-State Survey; Covenants Not to Compete; Employee Duty of Loyalty; and Tortious Interference in the Employment Context. He is author of “Protecting Investment in IP and People” in Today’s General Counsel; “SCOTUS Poised to Resolve Circuit Split on SOX Federal Whistleblower Standard and Other Statutes” in the Daily Journal; “Workplace Bias and Gender Pay Equity in the Silicon Valley” in LJN Employment Law Strategist; “Trade Secrets and the Activision Case: Lessons for Employers and Employees” in the IP Litigator; “Protect Your Investments: Recent Developments in California Law Regarding Non-competition Agreements and Other Restrictive Covenants” in NVCA Today; “Microinequities: Can Bad Behavior Be Actionable?” in National Law Journal; “The When, Who and How of Workplace Investigations” in The Practical Litigator; and “California Raises Bar for Employers Again: Gender Pay Bias Claims Set to Take Off with New Gender Pay Equity and Anti‑Discrimination Law” in Bloomberg BNA Daily Labor Report.Eric is active in community endeavors. He founded and is a former president of the Board of Directors of Hapa Issues Forum, Inc., a nonprofit community organization that addresses issues relating to persons of partial Asian descent. Eric is a past president of the Board of Directors of the Japanese Cultural and Community Center of Northern California. He also is a member of the INROADS Alumni Association, The National Black Lawyers Top 100, the 100 Black Men of the Bay Area, Inc., and he has served as a mentor for students in the Level Playing Field Institute’s IDEAL Scholars Program.A representative sampling of Eric’s key matters is further below.<h4 dir="ltr">Trade Secrets and Employee Mobility Litigation</h4><ul dir="ltr"><li>Defending leading multi-cloud security and application management company in federal court lawsuit by competitor alleging trade secrets misappropriation, various employment-related contract and tort claims, and copyright and trademark violations based on alleged conduct in Russia and California.</li><li>Represented industry-leading enterprise data cloud company in multiple trade secrets and employee mobility lawsuits against former employees and competitor, including obtaining TRO on behalf of client enforcing restrictive covenants against Georgia employee and successfully opposing motions to dismiss and motions to stay in various actions.</li><li>Represented leading shared electric vehicle company in federal court lawsuit alleging against its former head of supply engineering and his new employer trade secrets misappropriation and related claims involving the downloading of thousands of our client’s files upon resignation.</li><li>Represented Springshot in federal court lawsuit to invalidate non-competition agreement that the former employer, Georgia-based INFORM Software, of its newly hired Chief Commercial Officer, sought to enforce to bar the CCO from working for Springshot. </li><li>Represented veterinary orthopedics client in federal court lawsuit against the founder of an acquired company over the enforcement of restrictive covenants, resulting in entry of a permanent injunction enforcing our client’s non-compete agreement against the founder.</li><li>Represented leading cloud computing and virtualization technology company in breach of duty and breach of contract lawsuit against departed executive.</li><li>Represented Fortune 50 corporation in trade secret and employee- and customer-raiding lawsuit against former co-founder and top executives who launched a competing business that achieved a nearly $1 billion IPO.</li><li>Represented international virtualization software company in trade secret misappropriation and employee- and customer-raiding lawsuit against several former executives.</li><li>Represented North American provider of IT solutions and services in series of lawsuits across the United States to combat alleged employee- and customer-raiding activities by competitor.</li><li>Defended investment bank in lawsuit involving enforceability of departing executive’s post-termination non‑competition agreement.</li><li>Represented pharmaceutical company in trade secret misappropriation lawsuit against former finance employee.</li><li>Represented international video game maker in trade secret misappropriation lawsuits against former executives and new competing business.</li><li>Defended national mortgage company in trade secret misappropriation and employee- and customer-raiding lawsuit filed by competitor.</li><li dir="ltr">Defended North American home furnishings retail chain in trade secret misappropriation and employee‑raiding lawsuit filed by competitor.</li></ul><h4 dir="ltr">Board of Directors, Investigations, and Whistleblower and other Employment Dispute Matters</h4><ul><li>Represented board of directors of NASDAQ-traded technology company in negotiation of CEO employment agreement.</li><li>Represented board of directors of publicly traded energy company in negotiation of separation agreement with CEO in context of proxy fight with activist investor.</li><li>Represented Fortune 500 semiconductor company in negotiation of separation agreement of incumbent CEO and employment agreement with new CEO.</li><li>Represented Japanese exchange listed healthcare company in the separation of its CEO and 20+ other U.S. executives, including defense of several wrongful termination and discrimination claims.</li><li>Represented Japanese exchange listed investment firm in separation of a C-suite executive.</li><li>Representing Canadian exchange listed company in wrongful termination and other claims alleged by two terminated C-suite executives.</li><li>Defending U.K. exchange listed company in the defense of federal court wrongful termination suit filed by the former CEO of its U.S. subsidiary.</li><li>Represented publicly traded Fortune 200 technology company in investigation of discrimination and harassment claims against C-suite executive, who subsequently resigned without incident.</li><li>Obtained complete defense award on behalf of technology company in suit filed by former co-founder alleging that the company failed to repurchase upon termination restricted stock valued at more than $5 million.</li><li>Defended pre-IPO biotech company in wrongful termination suit by former co-founder and CEO terminated by board of directors.</li><li>Advised board of directors of leading IT infrastructure company in termination of CEO and CFO of U.S. subsidiary after misconduct investigation and represented board of directors in follow-on wrongful termination claims by CEO and CFO.</li><li>Investigated claims by in-house lawyer that public technology company executives engaged in sexual harassment and national origin discrimination and represented company in successful pre-litigation resolution of claims.</li><li>Investigated and advised board of directors of pre-IPO biotech company on #MeToo allegations regarding top executives.</li><li>Represented publicly traded pharmaceutical industry company in investigation and resolution of whistleblower claims by CFO.</li><li>Obtained complete dismissal in favor of publicly traded gig economy company of discrimination and wrongful termination claims by alleged whistleblower engineer.</li><li>Obtained complete walkaway voluntary dismissal of sexual harassment and discrimination claims by former accounting employee against venture capital and property management company after years of litigation.</li><li>Represented publicly traded technology company in investigation and resolution of alleged revenue and expense reimbursement irregularities involving top sales executive.</li><li>Defended venture capital fund in pregnancy discrimination and restrictive covenant lawsuit by former partner.</li><li>Defended leading corporate social responsibility company in whistleblower and employment discrimination suit filed by former finance executive.</li><li>Defended international laser and fiber-optics company in suit alleging fraud regarding stock options.</li><li>Defended international video game maker in whistleblower and employment discrimination suit filed by former executive.</li><li>Represented top human resources executive officer in discrimination and retaliation lawsuit premised on alleged toxic workplace culture.</li></ul><h4 dir="ltr">Representative Non-Litigation and Transactional Matters</h4><ul><li>Represented founder of private technology company in negotiation of employment agreement with board of directors.</li><li>Represented CEO in negotiation of executive employment agreement with publicly traded biotech company.</li><li>Represented former Managing Partner in separation from iconic Silicon Valley venture capital firm.</li><li>Represented pre-IPO company CEO/Founder in investigation and defense of potential securities fraud claims.</li><li>Represented minority-shareholder executives in negotiation of employment agreements with foreign buyer of company.</li><li>Revised nationwide restrictive covenant agreements for publicly traded technology company.</li><li>Advised leading venture capital fund on restrictive covenants strategy for fund managers.</li><li>Advised leading technology investment fund in worldwide reduction in force.</li><li>Advised leading digital operations management company in worldwide reduction in force.</li><li>Represented clients in employment aspects of buy-side and sell-side M&A transactions across the world with deal sizes ranging from several billion to millions of dollars.</li></ul><h4 dir="ltr">Wage-and-Hour Class and Representative Actions</h4><ul><li>Defended construction company in purported class action for failure to comply with California wage laws.</li><li>Defended international technology company in collective action alleging failure to accurately pay wages to technicians across the United States.</li><li>Defended national restaurant chain in class action regarding alleged failure to comply with California uniform and other wage laws for 10,000 employees.</li><li>Defended international engineering and construction company in class action regarding alleged failure to comply with California overtime laws.</li><li>Defended landscaping company in class action regarding alleged failure to comply with California meal- and rest-period laws.</li><li>Defended individual directors of bankrupt technology company in suit by former employees for unpaid wages.</li></ul>

Eric Tate

Chair, Global Employment and Labor Practice

Jackie engages in a general corporate and transactional practice, with special emphasis on corporate counseling of public companies, mergers and acquisitions, and the China practice. She has more than 20 years of experience in advising public companies on corporate governance matters, including director and officer fiduciary duties, board “best practices,” disagreements between board and management, succession planning, investor relations, and advises boards and special committees in connection with conflicts of interest matters, proxy contests and other corporate control efforts. Jackie is outside general counsel to a number of public companies with whom she has worked for over 20 years and provides big‑picture, critical value-adding strategic advice. She also counsels public companies on disclosure matters and associated liability considerations. Jackie is a Fellow of the American College of Governance Counsel. She has lectured at seminars and conferences and written articles on various corporate governance and securities law matters.Jackie also represents public and private companies in mergers and acquisitions, from small asset acquisitions and divestitures, founder-driven sales and talent acquisitions to complex multibillion-dollar transactions. In addition, she has been involved in a number of complex cross-border transactions in Asia, Australia and Europe. Her knowledge of U.S. SEC-reporting requirements is a valuable addition to counseling on public-company M&A transactions. She additionally works with well-established Chinese companies in setting up U.S. subsidiaries and counseling them on strategic matters relating to their U.S. operations.Jackie formerly served as co-chair of Morrison Foerster’s Global Corporate Department of over 400 lawyers. She is currently a member of our global Sustainability + Corporate Responsibility steering committee. In 2018, Jackie received the Client Choice Award from International Law Office/Lexology for excellent client care and quality of service in the practice of corporate law. She was named the 2013 Legal Advisor of the Year by M&A Advisor. She was also recommended as a leading attorney in the field of M&A by Legal 500 USA 2014 and, in 2018, recommended for M&A/Corporate and Commercial: M&A Large Deals ($1bn+).Born in Shanghai, China, she is fluent in Mandarin Chinese.Jackie is a member of the California State Bar and the Bar Association of San Francisco. She is a board member of the Foundation of City College of San Francisco.During her tenure at Harvard Law School, she served as the co-editor of the Harvard Law Record.<h4>Rankings</h4>Recommended for M&A: Large Deals ($1bn+) Legal 500 US 2019

Jackie Liu

<div class="videoWrapper"><iframe class="sticky-video" allowfullscreen="1" allow="autoplay; encrypted-media" frameborder="0" src="https://www.youtube-nocookie.com/embed/2q_gEWibFK0?rel=0" title="Meet Jordan Eth, Securities Litigator" title="iframe"></iframe></div>Jordan Eth is a partner in Morrison Foerster's Securities Litigation group. Jordan is one of the leading securities litigators in the United States, known for his success in handling complex, high-stakes cases. He has more than 30 years of experience representing public companies and their officers and directors in:<ul><li>Securities class actions</li><li>SEC investigations</li><li>Derivative suits</li><li>Mergers and acquisitions litigation</li><li>Internal investigations</li></ul>Jordan understands the big-picture challenges facing companies and individuals in securities litigation, as well as the intricacies of the legal issues. As co-leader of the successful defense of JDS Uniphase Corp. and its former executives in a securities class action jury trial seeking $20 billion in damages—the largest in history—Jordan is one of the few lawyers who has taken a securities class action to trial and won a complete jury defense verdict.Jordan’s clients cover a broad range of industries, including financial services, computer software and hardware, life sciences, manufacturing, and consumer products. He is routinely recognized for his exceptional client service, including in Best Lawyers in America, where a client noted that, “Jordan Eth is in a class of his own. He is deeply knowledgeable and experienced and a natural leader without ego issues. He thinks strategically and is extremely responsive, realistic, and clear in his assessments of situations. He is able to marshal resources within Morrison Foerster as necessary. And if that were not enough, he is easy to work with. I could not recommend him more highly.” Jordan is also regularly praised by clients for his strong courtroom advocacy and deep expertise in securities litigations and class actions:“Jordan is impressive before the courts. He is straight to the point and his voice carries a lot of weight with the bench.” – Chambers USA“Jordan understands the CEO mentality with respect to securities actions and navigates the corporate politics of these matters with the same expertise with which he handles the legal case.” – Client“Jordan Eth is a superstar. He has actual trial experience – extremely rare in securities litigation. He is even-handed, calm and very direct. Very helpful in cutting through the noise with board members.” – Legal 500 USA A frequent speaker on securities litigation topics at events and conferences across the United States, Jordan actively participates in programs put on by The SEC Enforcement Forum, the Practising Law Institute, and the Stanford Directors’ College. During Winter Quarter 2012 and Spring Quarter 2017, Jordan taught “Modern Securities Fraud Litigation: Public and Private Enforcement” as an Adjunct at Stanford Law School. He has also authored dozens of articles on securities litigation and is an Executive Committee member on the Securities Litigation Section of the Bar Association of San Francisco.Jordan served as a law clerk to the Honorable Chief Judge Robert F. Peckham, United States District Court for the Northern District of California, from August 1985 through August 1986. From 1980 through 1982, he worked as an economist in Washington, D.C., first for the United States Department of Energy and then for the Budget Committee of the United States House of Representatives.

Jordan Eth

Erik Olson’s practice focuses on the litigation of securities, corporate governance, and intellectual property disputes, with particular emphasis on clients in the biotechnology, medical device, telecommunications, and high-technology industries.Erik regularly represents executives, directors, and companies in suits arising from actual or potential mergers, acquisitions, and other strategic transactions. Between 2008 and 2016, Erik has directed teams that defeated preliminary injunction motions, obtained dismissals, or favorably resolved more than twenty cases involving challenges by shareholders to public merger transactions. He is one of the primary authors of the Association of Corporate Counsel’s “White Paper” on managing class action merger litigation. In fall 2016, Erik served as SoftBank Group Corporations’ lead counsel in a trial in the Delaware Court of Chancery that addressed claims by stockholders of Clearwire Corporation that Sprint breached its fiduciary duties in connection with a 2013 acquisition of Clearwire. The trial also concerned stockholders’ claims to an appraisal in connection with the same merger.In 2012 and 2013, Erik served as SoftBank’s primary litigation counsel in connection with state and federal claims that sought to enjoin SoftBank’s acquisition of a controlling interest in Sprint Nextel Corporation and that sought to enjoin the related merger between Sprint Nextel Corporation and Clearwire Corporation. In the Sprint litigation, the lead plaintiffs ultimately withdrew their requests for a preliminary injunction prior to the consummation of the merger and later voluntarily dismissed their claims. Erik served as one of Cogent Inc.’s lead counsel in litigation that sought to enjoin Cogent’s merger with the 3M Company. The Delaware Court of Chancery denied plaintiffs’ motion for a preliminary injunction.In other securities-related matters, Erik has repeatedly obtained dismissals of federal class action lawsuits under the Private Securities Litigation Reform Act and successfully defended those dismissals before the Fourth, Ninth and Tenth Circuits.In 2010 and 2011, Erik obtained a dismissal with prejudice of derivative and class action claims filed against Crocs, Inc., the directors and officers of Crocs, Inc., and Global Cash Access, Inc. In each case, Erik’s clients were successful following a first motion to dismiss. He has also successfully persuaded the SEC to conclude, without penalties, investigations into alleged federal securities law violations for dozens of companies and individuals across a broad range of industries.Erik regularly works on behalf of audit committees and special committees of boards of directors conducting confidential investigations of whistleblower allegations, alleged violations of federal law, and alleged accounting misconduct, such as the allegedly improper recognition of revenue, write-offs concerning inventory and other assets, or the alleged violations of companies’ internal controls.In intellectual property-related matters, Erik regularly assists high-technology, telecommunications and life sciences companies in the prosecution or defense of intellectual property lawsuits with competitors regarding consumer electronics, smartphones, telecommunications equipment, biotechnology products, drugs, or medical devices. Erik served as patentee’s counsel in connection with three high profile patent disputes between major smartphone manufacturers, including in a trial in which the jury awarded the patentee over $1 billion. In 2016, Erik helped Sandoz secure a victory in its patent and intellectual property dispute with Amgen, leading to the introduction of the first “biosimilar” pharmaceutical product under the Affordable Care Act’s Biologics Price Competition and Innovation Act (BPCIA). The case addressed groundbreaking issues regarding the BPCIA’s procedures related to when and how brand name biotechnology companies can assert patents in an effort to stop the introduction of new competition. Erik previously served as a chief architect of the University of California’s patent infringement victory over The Monsanto Company regarding claims to recombinant bovine growth hormone. The resulting settlement, valued at more than $200 million, ranked at the time as one of the top ten settlements in any biotechnology patent case in the United States. Erik advises both patent holders and defendants in connection with intellectual property claims across the country.Erik has served as counsel in numerous state and federal courts, in private arbitrations, and in proceedings before the SEC. He has handled appeals in the California Court of Appeals and the United States Circuit Courts of Appeals for the Third, Fourth, Ninth, Tenth, Eleventh, D.C., and Federal Circuits.From 2007-2008, Erik served as chair of the Litigation Section of the State Bar of California. From 2005-2007, he also served as chair of the Litigation Section’s Rules & Legislation Committee, which reviewed and comments on legislative and rule changes that affect civil litigation in California. Erik currently serves as a member of Morrison & Foerster’s board of directors and serves as Treasurer for the Law Foundation of Silicon Valley, the largest pro bono service provider in Santa Clara County (San Jose, California).Erik graduated from Stanford Law School. While at Stanford, he was elected to the Order of the Coif and was the recipient of the Morie Award for outstanding legal writing.<h4>Representative Experience</h4><ul dir="ltr"><li>Smartphone Litigation Co-led a team that successfully tried a series of high-profile smartphone cases, including a jury verdict of over $1 billion.</li><li>Amgen Inc., et al. v. Sandoz Inc., et al. (U.S. District Court for N.D. Cal., Federal Circuit). Secured a victory on behalf of Sandoz Inc. in the first case to interpret the Affordable Care Act’s Biologics Price Competition and Innovation Act (BPCIA). The federal district court ruled in Sandoz’s favor on all issues before the court, adopting Sandoz’s interpretation of the BPCIA in all respects. The court also denied Amgen’s motions urging a contrary interpretation and seeking a preliminary injunction. The Federal Circuit later affirmed the key elements of Sandoz victory. Erik current represents Sandoz in disputes regarding patents directed toward the purification of proteins expressed using recombinant DNA technology.</li><li>In re Sprint Merger Litigation (Kansas District Court; U.S. District Court for the District of Kansas). Represented SoftBank Corporation in litigation that sought to prevent its acquisition of a controlling interest in Sprint Nextel Corporation. Plaintiffs ultimately withdrew their request for a preliminary injunction after oral argument and then voluntarily dismissed their claims after the transaction closed. (2012-2013).</li><li>In re Clearwire Merger and Appraisal Litigation (ACP v. Sprint Corp.) (Delaware Court of Chancery). Representing SoftBank Corporation in breach of fiduciary duty and appraisal litigation associated with Sprint’s cash merger with Clearwire Corporation. Served as lead counsel at a trial of the fiduciary duty and appraisal claims in the fall of 2016. The case is currently one of the largest appraisal actions ongoing in the Court of Chancery.</li><li>In re Crocs, Inc. Securities Litigation; Wheeler v. Snyder, et al. (D. Colo.). Represented Crocs, Inc. and certain of its current and former officers and directors in shareholder derivative lawsuits filed in Colorado. In February 2009, won dismissal of all derivative claims, with prejudice, on first motion to dismiss. No appeal was filed.</li><li>In re Crocs Inc. Securities Litigation (D. Colo.). Represented Crocs, Inc. and its current and former officers and directors in shareholder class actions (claiming violations of the Exchange Act). Won dismissal of all claims with prejudice pursuant to the Securities Litigation Reform Act of 1995 on a first motion to dismiss.</li><li>In re Cogent Merger Litigation (Del. Court of Chancery & Los Angeles County Superior Court). Represented Cogent Inc. and its directors in a lawsuit challenging its merger with the 3M Company. Successfully defeated a motion seeking a preliminary injunction to enjoin the transaction based on alleged breach of fiduciary duties.</li><li>In re Ameristar Merger Litigation (Nevada State Court). On behalf of Pinnacle Entertainment, the buyer of Ameristar Casinos, defeated motions seeking a preliminary injunction against the closing of the merger and obtained a dismissal of plaintiffs claim.</li><li>In re Global Cash Access Securities Litigation (D. Nev.). Represented Global Cash Access and its executives in securities litigation brought against a payment processor who specialized in the gaming industry. Successfully dismissed certain initial claims and then obtained a favorable settlement, which was fully covered by insurance.</li><li>Hattan v. RH, Inc. (Marin County Superior Court). Reached a favorable settlement on behalf of RH in connection with shareholder litigation stemming from a going-private transaction.</li><li>Ned v. Titan Pharm. Inc., et al. (N.D. Cal.). On behalf of Titan Pharmaceuticals, obtained voluntary dismissal of pending class action securities claims against Titan without need to file a motion to dismiss.</li><li>In re Telik Inc. Securities Litigation (S.D.N.Y.). On behalf of Telik Inc., successfully settled a class action litigation challenging the disclosure of Phase III clinical trial results based on payments by insurers without the need for costly or burdensome discovery.</li><li>Baht v. Global Defense Technology & Systems, Inc. (Del. Court of Chancery). Representing Global Defense Technology & Systems Inc. and its directors in litigation challenging its proposed merger with a private equity buyer.</li><li>Elan v. Abraxis (U.S. District Court for the District of Delaware). Represented Abraxis in its high profile patent dispute and trial with Elan regarding technology used in the delivery of chemotherapy agents.</li><li>SEC Investigations. Successfully persuaded the SEC to conclude, without penalties, investigations into alleged federal securities law violations at a software company, a home goods retailer, and a medical device manufacturer. (2005-2011)</li><li dir="ltr">Stock-Options Investigations. Represented multiple U.S. public companies with far-reaching internal investigations regarding the company’s employee stock-option program. (2006-2007)</li></ul><h4>Leadership Roles</h4><ul dir="ltr"><li dir="ltr">Current member of Morrison Foerster’s board of directors</li><li>Treasurer and chair of the Finance Committee for the Law Foundation of Silicon Valley, the largest pro bono service provider in Santa Clara County (San Jose, California)</li><li>Serves on the committee that evaluates civil rule changes in the Northern District of California</li><li>Chair of the Litigation Section of the State Bar of California (2007 – 2008)</li><li>Chair of the Litigation Section’s Rules & Legislation Committee (2005 – 2007)</li></ul>

Erik J. Olson

Chair of the firm’s Securities Litigation Group, Ryan Keats represents companies and their officers and directors in securities class actions, SEC investigations, shareholder derivative lawsuits, and other high-stakes litigation.Ryan represents issuers facing disputes with their shareholders in state and federal courts across the country. His representations routinely include securities class actions, derivative lawsuits, securities fraud allegations, insider trading claims, and shareholder books and records demands. Ryan’s practice is complemented by his representation of issuers and executives in connection with internal investigations and government inquiries, as well as in litigation brought by the Securities and Exchange Commission (SEC) and other government regulators. Ryan is sought after for his ability to prevail on motions to dismiss, at summary judgment, on the merits, and on appeal.Ryan draws on his litigation experience to advise companies and their executives regarding anticipated adverse disclosures so that they can mitigate the risks before disputes arise. His clients come from a broad range of industries, including computer software, artificial intelligence, consumer products, energy, financial services, life sciences, and manufacturing.Ryan is the current chair of the Bar Association of San Francisco’s Litigation Section and a fellow of the American Bar Foundation. He is also a Lecturer in Law at Stanford Law School, teaching “Complex Litigation Through a Securities Lens” in Spring 2026. Ryan is a Trustee of the Bay Area Discovery Museum. He also maintains an active pro bono docket, representing individuals in connection with life-changing legal issues.<h4>Representative Experience</h4><h5>Securities Class Actions</h5><ul><li>Cloudera and certain of its officers and directors in securities class actions in California federal and state court. Won motion to dismiss in federal court, which was upheld on appeal. Won motion for summary judgment as to all claims in state court.</li><li>Former CFO in a securities class action and SEC lawsuit arising out of accounting restatement.</li><li>LeapFrog in a securities class action relating to a product launch and accounting disclosures.</li><li>RH and certain of its executives in a securities class action relating to the launch of a new product line and its inventory levels.</li></ul><h5>Shareholder Derivative Actions</h5><ul><li>Fitbit and certain of its directors and officers in connection with a shareholder derivative suit in the Delaware Court of Chancery. Following a successful bifurcation motion prioritizing discovery into plaintiffs’ standing, negotiated a settlement on favorable terms.</li><li>Hortonworks and certain of its directors and officers in connection with a shareholder derivative suit in the Delaware Court of Chancery. Won motion to dismiss with prejudice.</li><li>Zynga and certain of its directors and officers in connection with a shareholder derivative suit on appeal to the Delaware Supreme Court.</li></ul><h5>Deal Litigation</h5><ul><li>SoftBank Group Corp. in lawsuits brought by WeWork co-founder Adam Neumann and a special committee of WeWork’s board of directors seeking $3 billion in damages. Plaintiffs alleged that SoftBank improperly failed to close a tender offer for WeWork shares and alleged that SoftBank breached fiduciary duties owed to other WeWork stockholders. The novel, high-profile case was litigated on a compressed schedule, with trial set less than a year after the complaint was filed. The parties settled two weeks before trial, and the settlement helped pave the way for WeWork’s go-public transaction through a SPAC merger.</li><li>Leading financial institution in successfully defending against breach of contract claims arising from a spinout transaction. Secured a complete defense victory following a two-week arbitration hearing.</li></ul><h5>Government Investigations</h5><ul><li>Chief Financial Officer in connection with SEC investigation concerning IPO projections. The SEC did not charge our client.</li><li>Telecommunications company in anti-bribery investigations involving the company’s activities in Europe and the Middle East. The SEC and Department of Justice (DOJ) did not charge the client.</li></ul>

Ryan M. Keats

Robert May is a partner in the firm’s Litigation Department. His practice focuses on M&A litigation, corporate governance disputes, and securities litigation. Robert has more than fifteen years of experience representing clients in a broad range of industries including technology, financial services, and pharmaceuticals.Robert’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. Robert’s practice also focuses on breach of fiduciary duty claims, as well as counseling companies and their directors and officers in governance disputes. Robert 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.Before joining Morrison Foerster, Robert 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. Robert also worked for one year as a law clerk to the Honorable Robert P. Patterson Jr., U.S. District Judge for the Southern District of New York.Robert 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. Robert earned his B.A., with honors and distinction, from the University of North Carolina at Chapel Hill.

Robert May

James Hancock is a partner in the Litigation Department in Morrison Foerster’s Palo Alto office. His practice focuses on securities class actions, shareholder litigation, corporate governance, intellectual property, and complex commercial disputes.James represents clients across a range of industries, including high technology and life sciences. His recent experience includes ten trial teams for cases in federal court, state court, and international arbitration. James is also involved in the firm’s pro bono practice, including successful class actions on behalf of veterans seeking medical treatment for their participation in chemical and biological testing programs conducted by the U.S. military, and on behalf of foster parents in Hawaiʻi resulting in more than $80 million in benefits.James received his J.D. cum laude from the Georgetown University Law Center. During law school, he served as a legal intern for the House Judiciary Committee’s Subcommittee on Crime, Terrorism, Homeland Security, and Investigations, and as a judicial extern for the Honorable James A. Teilborg in the U.S. District Court of Arizona. He received his B.A. in political science from Stanford University.<h4>Representative Matters </h4><ul><li>In re Hawaii Island Air Inc. (District of Hawaiʻi) Represented directors and investors in a five-week jury trial related to the bankruptcy of an airline, in which our clients prevailed on every claim before the jury.</li><li>In re Cloudera Inc. Securities Litigation (California State Court) Represented Cloudera and its directors in securities class actions, in which our clients prevailed on summary judgment.</li><li>ACP Master, Ltd. v. Sprint Corporation (Delaware Chancery Court) Represented SoftBank Corporation in breach of fiduciary duty and appraisal litigation, in which SoftBank prevailed in a two-week trial regarding Sprint’s merger with Clearwire.</li><li>Micrel LLC v. Zinn (California Superior Court) Second chair in a trial successfully defending a former executive against claims for breach of contract.</li><li>Zilincik v. Tesla Motors Inc. (California Superior Court) Part of a team in a six-week trial for breach of contract claims involving employee stock options, on behalf of the defendant.</li><li>Smartphone Litigation Represented the plaintiff in a high-profile smartphone case, resulting in a jury verdict of $539 million.</li><li>Amgen Inc., et al. v. Sandoz Inc., et al. (Northern District of California) Represented the defendant in patent litigation in federal district court, where our client prevailed on summary judgment of noninfringement for its biosimilar pharmaceutical product.</li><li>Saints Capital Everest LLC v. Santen Pharmaceutical Co., Ltd. (JAMS Arbitration) Defended the respondent in claims seeking over $400 million in damages in connection with the acquisition of InnFocus, Inc. The parties reached a favorable settlement shortly before the final hearing.</li><li>Haldor Topsøe A/S, et al. v. Umicore Catalyst USA, LLC (SCC Arbitration) Represented plaintiffs in federal district court and international arbitration, prosecuting trade secret misappropriation claims against former employees and their new employer. The parties reached a favorable settlement shortly before the final hearing.</li></ul>

Red Flags and Red Wine

07 May 2026 4:00 PM - 6:30 PM PDT