Michael J. Shipley

Securities & Mergers and Acquisitions Disputes

• Represent Pershing Square Capital in securities class action litigation in California federal court related to its joint unsolicited offer with Valeant Pharmaceuticals to acquire Allergan, Inc.

• Represent an Alaska corporation in ongoing shareholder litigations over access to books and records, director qualifications, and various corporate governance issues.

• Represented Pershing Square Capital in action brought by Allergan, Inc. to enjoin takeover attempt. Injunction was denied in all meaningful respects.

• Represented Ashford Hospitality Trust and related entities in several disputes regarding shareholder proposals.

• Represented The Macerich Company in litigation related to activist investor Orange Capital's effort to elect directors to the Macerich board.

• Represented Vista Capital in shareholder litigation in San Diego Superior Court regarding its acquisition of Websense, Inc. Court granted motion to dismiss Vista with prejudice.

• Represented Apax Partners, in a shareholder litigation in Orange County Superior Court regarding its acquisition of Epicor Software Corporation. Settlement approved by court in late 2014.

• Represented Golden Gate Capital in a shareholder litigation in Los Angeles Superior Court regarding its acquisition of California Pizza Kitchen. Case settled on favorable terms and transaction closed.

• Represented Youbet.com and its directors in a shareholder suit in Los Angeles Superior Court regarding its acquisition by Churchill Downs, Inc. Case settled on favorable terms and transaction closed.

• Represented Bristol-Myers Squibb in a shareholder suit in state and federal courts in San Diego regarding its acquisition of Amylin Pharmaceuticals. Case settled on favorable terms and transaction closed.

• Represented various financial advisors in connection with going private merger and acquisition transactions.

• Represented a fund affiliated with Oaktree Capital in litigation in Delaware Court of Chancery and related working capital arbitration regarding its sale of a construction company to KBR, Inc. Case settled on favorable terms after client's motion to dismiss was largely granted.

• Represented individual defendant indicted for insider trading and tender offer fraud in connection with Allergan, Inc.'s tender offer for Advanced Medical Optics, Inc. Government agreed to dismiss case after indictment.

• Represented investor Robert A. Day in the Southern District of New York in In re Societe Generale Securities Litigation. Obtained dismissal with prejudice of claims alleging fraud and insider trading in connection with the Jerome Kerviel rogue trading scandal at Societe Generale bank.

Appellate Litigation

• Jameson v. Desta, — Cal.5th —, 420 P.3d 746 (Cal. 2018)

• Pederson v. Arctic Slope Regional Corporation, 421 P.3d 58 (Alaska 2018)

• Abbott Labs. v. Superior Court, 24 Cal. App. 5th 1 (2018)

• Jason P. v. Danielle S., 9 Cal. App. 5th 1000 (2017)

• El-Shaddai v. Zamora, 833 F.3d 1036 (9th Cir. 2016)

• Sturm v. Cate, 661 F. App'x 489, 490 (9th Cir. 2016)

• Airs Aromatics, LLC v. Victoria's Secret Stores Brand Mgmt., Inc., 744 F.3d 595 (9th Cir. 2014)

• Don Johnson Prods., Inc. v. Rysher Entm’t, 209 Cal. App. 4th 919 (2012).

• In re Dean, 527 F.3d 391 (5th Cir. 2008)

Intellectual Property and Unfair Competition

• Successfully defeated preliminary injunction in trade secrets action related to client’s hiring real estate agents previously affiliated with a competitor.

• Represented Victoria's Secret in several trademark cases, including:

  • Successful defense of an appeal in a trademark case.

  • Trademark litigation in the Central District of California.

• Represent both employers and employees in litigation over alleged misappropriation of trade secrets in federal and state courts.

• Represented an identity theft protection company in bet-the-company litigation against its chief competitor.

Entertainment Litigation

• Represented Mark Burnett, producer of Survivor, The Apprentice, and The Voice, in dispute with his former manager and attorney.

• Represented 19 Entertainment and dick clark productions in a dispute over the origin of the idea for the television show So You Think You Can Dance?

• Represented several investors in movie studios in arbitrations over accounting disputes regarding film slate financing agreements.

• Represented actor Don Johnson in litigation over Mr. Johnson's 50 percent ownership of the copyright to the Nash Bridges television series. Part of a trial team that won $23.2 million verdict.

Government, Regulatory & Internal Investigations

• Represented BP West Coast Products in litigation against the California Air Resources Board regarding gasoline regulations. Second-chaired bench trial; obtained favorable penalty ruling.

• Conducted internal investigations of several companies regarding alleged violations of the Foreign Corrupt Practices Act.

• Represented executive indicted for insider trading in the Central District of California. Obtained voluntary dismissal of all charges after making post-indictment presentation to the U.S. Attorney's Office.

• Represented BP Products North America in highly complex criminal litigation arising from a fatal explosion at BP's Texas City refinery.

• Represented a bank accounting executive in an SEC's investigation of Countrywide Bank's collapse, and related litigation. Successfully avoided the filing of civil enforcement charges.

• Represented a high-net-worth-individual in SEC and DOJ inquiry related to alleged insider trading of more than $200 million in stock of a company in which he was a director. After conducting internal investigation and presenting findings to the government, successfully avoided further formal investigations.

• Assisted an education institution that was the victim of procurement fraud in responding to third-party grand jury subpoenas and in preparing witnesses for a criminal trial.

• Represented a foreign bank that was the victim of a $200 million Ponzi scheme.