Representative Matters for Sarah Good*

* The following list of experience is specific to Sarah Good and was completed at her prior firms.

Stockholder Demands and Derivative Litigation

• Represented numerous public companies in evaluating demands made by stockholders to initiate litigation against officers and/or directors for breach of fiduciary duty in connection with a variety of allegations of corporate misfeasance, including insider trading.  Represented numerous Special Litigation Committees as independent outside counsel to consider and reach a final decision as to whether to accept or reject such demands.  Represented officers and directors in SLC evaluation of demands which included cooperating and providing factual information and interviews.  Sometimes consideration of such demands has been in the context of derivative shareholder litigation that has been filed and other times, such consideration has been in the absence of such litigation and non-public.

• In re MGAM Shareholder Litigation: Represented public company in stockholder derivative and class actions in federal and state courts in Texas arising out of its $1.2 billion acquisition of a gaming company. The cases were resolved on favorable terms.

• In re Apple Derivative Litigation: Represented Apple’s former General Counsel in derivative shareholder suits concerning stock option practices in the U.S. District Court for the Northern District of California and Santa Clara Superior Court.  The cases were resolved on favorable terms.

• In re Digital River, Inc. Derivative Litigation: Represented Digital River and certain of its officers and directors in a derivative shareholder suit concerning stock options practices in the U.S. District Court for the District of Minnesota. After a motion to dismiss was filed, plaintiffs dismissed the action for no consideration. 

• In re Hansen Medical Inc. Derivative Litigation: Represented former SVP in derivative shareholder suits concerning a restatement of financial results in the wake of an internal investigation in the U.S. District Court for the Northern District of California and Santa Clara Superior Court.  The District Court granted the motion to dismiss which is on appeal.  In the interim, the case was resolved on favorable terms.

• In re Trident Microsystems, Inc. Derivative Litigation: Represented the former President of Trident in derivative shareholder suits concerning stock option practices in the U.S. District Court for the Northern District of California and Santa Clara Superior Court.  The cases were resolved on favorable terms with approval of the company’s SLC.

• In re McAfee, Inc. Derivative Litigation: Represented the former Senior Vice President of Human Resources of McAfee in a derivative shareholder suit concerning stock option practices in the U.S. District Court for the Northern District of California. The case was settled on favorable terms.

• In re Peregrine Systems, Inc. Securities Litigation: Represented a former outside director of Peregrine in derivative shareholder lawsuits in San Diego Superior Court. The plaintiffs dismissed the actions against the former outside director for no payment.

• Marshall v. Stumpf et al.: Represented the Wells Fargo Board of Directors in a derivative shareholder suit concerning SILO arrangements and an adverse judgment in tax litigation in San Francisco Superior Court.  After the court granted the demurrer with leave to amend, plaintiff abandoned the lawsuit.

• Seers v. Good Guys, Inc. et al.: Represented The Good Guys in a derivative shareholder suit regarding The Good Guys’ agreement to be acquired by CompUSA in Alameda County Superior Court. The case was settled on favorable terms.

Securities Class Actions

• Berry v. Cash et al.: Represented the former Board of Directors and officers of Voyence, Inc. in a breach of fiduciary duty class action filed in Delaware Chancery Court concerning the purchase of Voyence by EMC.  The case was resolved on favorable terms.

• In re Ramp Corporation Securities Litigation: Represented the former CEO of Ramp in a securities fraud class action in the U.S. District Court for the Southern District of New York.  The Court granted the motion to dismiss the Section 10(b) and Rule 10b-5 claims alleged against the former CEO with prejudice. After this decision, the case settled on favorable terms.

• In re Tripath Technology Inc. Securities Litigation: Represented Tripath in a securities fraud class action in the U.S. District Court for the Northern District of California. The court finally approved a class action settlement on favorable terms.

• In re Symmetricom Securities Litigation: Represented Symmetricom and individual defendants in a shareholder securities lawsuit in the U.S. District Court for the Northern District of California. Judge Whyte granted summary judgment in favor of all defendants on all causes of action. The Ninth Circuit Court of Appeals affirmed.

• In re Van Wagoner Funds Securities Litigation: Represented UMB Fund Services in shareholder securities lawsuits in connection with management of mutual funds in the U.S. District Court for the Northern District of California. The Court granted UMB’s motion to dismiss the amended complaint with leave to amend. Plaintiffs did not attempt to replead their allegations against UMB.

• In re First Security Securities Litigation: Represented First Security, a financial institution acquired by Wells Fargo, and individual defendants in a shareholder securities lawsuit in the U.S. District Court for the District of Utah. The Court granted the motion to dismiss the second amended complaint with prejudice and entered judgment in favor of all defendants on all causes of action.

• In re Hansen Medical, Inc. Securities Litigation: Represents former SVP of Hansen Medical in securities fraud class action arising out of restatement of financial results in the wake of internal investigation in the U.S. District Court for the Northern District of California.  A motion to dismiss is pending before the Court.

• In re Transkaryotic Therapies, Inc. Securities Litigation: Represented an underwriter, Pacific Growth Equities, LLC, in a shareholder securities lawsuit in the U.S. District Court for the District of Massachusetts. The Court granted Pacific Growth’s motion to dismiss the amended complaint with prejudice.

Securities Regulatory Investigations and Enforcement Proceedings

• Represented former finance employees of a public company in a formal SEC investigation into allegations of accounting fraud that resulted in restatement of financial results. The SEC did not file charges against those employees.

• Tripath Technology Inc. SEC Formal Investigation: Represented Tripath in a formal SEC investigation arising out of Tripath’s restatements of certain financial results. The SEC terminated the formal investigation and did not file charges against Tripath or any of its employees.

• Represented the former VP of Finance of a public company in connection with an SEC investigation into allegations of revenue recognition accounting fraud. The SEC did not file charges against the former VP.

• Represented a broker-dealer in connection with an SEC investigation into allegations concerning stock trading. This matter was resolved.

• Represented the former CEO of a public company in connection with a formal SEC investigation. The SEC did not file charges against the former CEO.

• Represented the CFO of a public company in connection with an informal SEC investigation into allegations of accounting fraud. The SEC terminated the investigation and did not file charges against the CFO.

• Represented a hedge fund in an SEC investigation into allegations of insider trading. The SEC did not file charges against the hedge fund.

Corporate Internal Investigations

• Retained as independent outside counsel for several public companies or their audit committees and a university to investigate and make findings of fact and any remediation steps concerning allegations of wrongdoing.

• Represented the Audit Committee of the Board of Directors of a public company in an internal investigation regarding allegations of improper revenue recognition.

• Represented the Audit Committee of the Board of Directors of a public company in an internal investigation regarding allegations of misconduct concerning compensation by the CEO.

• Represented the Audit Committee of the Board of Directors of a public company in an internal investigation regarding allegations of misconduct by the CEO.

• Represented the Audit Committee of the Board of Directors of a public company in an internal investigation that resulted in a restatement of financial results.

• Represented a CFO in connection with an internal investigation initiated by a life sciences company regarding public disclosures about the company’s business.

• Represented a technology company, an Audit Committee of the Board of Directors of a technology company, and 38 current and former officers and directors at 11 technology companies in internal investigations and/or DOJ/SEC investigations concerning stock option practices.

• Represented the independent trustees and directors of mutual funds in an internal investigation into allegations of “market timing” by employees in mutual funds.

• Represented one of the country’s largest financial institutions in an internal investigation into allegations that documents had been destroyed or altered improperly in violation of applicable laws.