Colleen C. Smith

Colleen has represented clients in a variety of major litigation matters, including:

Securities Litigation & Trials

• Kohl’s – Won dismissal of securities class action involving retailer’s management of supply chain matters and revenue reporting (E.D. Wis. 2024)
• Atlassian – Won dismissal of securities class action against software giant challenging trends in conversion from free to paid subscribers (N.D. Cal. 2024)
• BioXcel – Won dismissal of securities class action involving claims related to clinical trial site performance (D. Conn. 2024)
• Homology – Won dismissal of securities class action on first round motion to dismiss involving claims related to clinical trial of novel gene therapy (D. Mass. 2024)
• Excel Trust – Won summary judgment and dismissal of fiduciary duty claims arising from Excel Trust’s $2 billion acquisition by Blackstone (Md. Cir. Ct. 2015)
• General Electric – Won motion to dismiss federal securities action on behalf of General Electric related to financial disclosures (S.D.N.Y. 2023)
• Morgan Stanley – Won motion seeking enforcement of federal forum selection bylaw for underwriter consortium led by Morgan Stanley (San Diego Super. 2023)
• Lensar – Defeated preliminary injunction seeking disclosures and damages under Section 14(a) (D. Del. 2023)
• GoodRx – Won dismissal in securities class actions challenging IPO disclosures and subsequent statements following entry into the prescription-drug pricing market by a major competitor (C.D. Cal. 2022)
• The Trade Desk – Won dismissal on behalf of The Trade Desk and its directors and officers against claims of breach of fiduciary duty in Delaware Chancery Court (Del. Ch. 2022)
• Alteryx – Successfully represented Alteryx, Inc. in a securities class action related to modifications of the company’s revenue forecasts (C.D.Cal. 2021)
• Enphase Energy – Won dismissal of securities class action following short-seller report alleging inflated financials due to deferred revenue accounting and tariffs on solar products manufactured overseas (N.D. Cal. 2021)
• Oncternal Therapeutics – Won dismissal of securities fraud class action in connection with reverse merger with GTx (S.D.N.Y. 2020)
• Piper Sandler – Secured dismissal on behalf of underwriters in securities litigation challenging IPO of Ra Medical Systems (S.D. Cal. 2020)
• Obalon Therapeutics – Won dismissal of Section 11 claims on behalf of medical device company in class action challenging IPO disclosures related to its chief product and related accounting (S.D. Cal. 2019)
• Lyft and certain of its current and former executives and directors in securities class actions filed in California federal and state court involving alleged misrepresentations and omissions in registration statements filed in connection with Lyft’s high-profile IPO
• Puma Biotechnology – At trial, defeated more than 95% of plaintiffs’ claimed damages in rare Section 10(b) securities class action to go to jury verdict, named by the Daily Journal as one of the Top Verdicts of 2019 (C.D. Cal. 2019) 
• Thoratec – Successfully represented Abbott subsidiary medical device company Thoratec, Inc. in connection with securities class action claims involving its HeartWare heart pumps (N.D. Cal. 2018)
• Walmart – Successfully represented Wal-Mart Stores, Inc. and was part of the team that secured dismissal of a securities fraud class action against Walmex (W.D. Ark. 2018) & (S.D.N.Y. 2018)
• Weatherford International – Successfully represented Weatherford International in securities fraud class actions related to the Company’s restatement of certain financial statements due to tax accounting errors (S.D.N.Y. 2014); (S.D.N.Y. 2015)
• Alphatec Spine – Won dismissal of securities fraud class action against medical device company and senior executives regarding related-party acquisition, named by the Daily Journal as one of the Top Verdicts of 2013 (S.D. Cal. 2013, aff’d 9th Cir. 2015)
• Ligand Pharmaceuticals – Won motion to dismiss securities and breach of fiduciary duty claims against Ligand Pharmaceuticals in litigation involving its acquisition of a commercial development license (E.D. Pa. 2013, aff’d 3d Cir. 2015)
• K12 – Won dismissal of securities fraud claims against online education provider K12 in multiple securities class actions involving alleged misstatements regarding academic performance and recruiting practices (E.D. Va. 2013) & (E.D. Va. 2014)
• STEC – Obtained unanimous defense verdict following jury trial on behalf of CEO of enterprise-class technology company in $800 million SEC enforcement action alleging insider trading, in one of the Daily Journal’s Top Verdicts of 2014; represented the company and its founders in securities fraud class actions and derivative cases alleging disclosure violations and insider trading (C.D. Cal. 2013)
• BioMed Realty – Secured dismissal of a “say-on-pay” derivative lawsuit against BioMed Realty’s officers and directors, commended by The Financial Times as a “notable victory” (D. Md. 2012)
• Beckman Coulter and its officers and directors in securities fraud class action and derivative cases following reduction in guidance (C.D. Cal. 2010)
• City of San Diego – Won a unanimous defense verdict on behalf of the City of San Diego in mass action involving estimated damages of $200 million

M&A and Corporate Control Litigation 

• Excel Trust – Won summary judgment and dismissal of fiduciary duty claims arising from Excel Trust’s $2 billion acquisition by Blackstone (Md. Cir. Ct.)
• MindMed – Successfully defended the board of directors of life sciences company MindMed against a proxy contest mounted by an activist investor (2023)
• Searchlight Capital in connection with its take private acquisition of Hemisphere Media (Del. Ch. 2023)
• Adamis Pharmaceuticals in its merger with DMK Pharmaceuticals (S.D.N.Y. 2023)
• Assertio Holdings in its $300 million acquisition of Spectrum Pharmaceuticals (S.D.N.Y. 2023)
• Extra Space Storage in $36 billion merger with Life Storage (2023)
• Magellan Midstream in its $19 billion acquisition by ONEOK (S.D.N.Y. 2023)
• Opiant Pharmaceuticals in its acquisition by Indivior (S.D.N.Y. 2023)
• Prometheus Biosciences in its $11 billion acquisition by Merck (D. Del., S.D.N.Y. 2023)
• The Trade Desk  – Won dismissal on behalf of The Trade Desk and its directors and officers against claims of breach of fiduciary duty in Delaware Chancery Court (Del. Ch. 2022)
• Ayala Pharmaceuticals in its merger with Advaxis (S.D.N.Y. 2022)
• Centennial Resources in its $7 billion merger of equals with Colgate (S.D.N.Y. 2022)
• Falcon Minerals in its $1.9 billion acquisition by Desert Peak (Del. Ch. 2022)
• Imago Biosciences in its $1.35 billion merger with a subsidiary of Merck (S.D.N.Y. 2022)
• Viasat in its $7.3 billion acquisition of Inmarsat (D. Del, S.D.N.Y., D. Colo. 2022)
• Zogenix in its $1.9 billion acquisition by UCB (Del. Ch., D. Del. 2022)
• ChemoCentryx in $3.7 billion acquisition by Amgen (S.D.N.Y., N.D. Cal., San Mateo Superior 2022)
• Tenneco in $7.1 billion acquisition by Apollo (S.D.N.Y. 2022)
• Cerner Corp. in $28.3 billion acquisition by Oracle (E.D.N.Y. 2022), named among The Deal Award’s Most Outstanding Deal of the Year in 2022
• Callaway Golf in $2 billion merger with Topgolf (S.D. Cal. 2021)
• Oncternal Therapeutics in its reverse merger with GTx (D. Del. 2019)
• Ignyta in $1.7 billion sale to Roche (S.D. Cal. 2018)
• Puma Biotechnology – Defeated activist shareholder of biopharmaceutical developer Puma Biotechnology in his failed proxy contest for control of board (Del. Ch. Ct. 2016)
• BioMed Realty Trust in its $8 billion sale to Blackstone Group (Md. 2016)
• Pulse Electronics – Won dismissal of claims against Pulse Electronics Special Committee in connection with its take-private by Oaktree Capital Management (S.D. Super. Ct. 2016)
• Excel Trust – Defeated shareholder attempt to enjoin Excel Trust’s $2 billion sale to Blackstone Group (Md. 2015)
• Receptos in $7.2 billion sale to Celgene (Del. Chancery 2015)
• Allergan – Secured preliminary injunction against would-be hostile acquirer Valeant and co-conspirator Bill Ackman and his hedge fund management company Pershing Square for insider trading in connection with a $54.6 billion hostile takeover attempt of specialty pharmaceutical company Allergan, in a transaction named The American Lawyer’s 2015 Global M&A Deal of the Year US (C.D. Cal. 2014); (Del. Ch. Ct. 2014)
• Allergan – Won summary judgment of shareholder class action against Allergan and its directors alleging breaches of fiduciary duty in connection with the company’s bylaws and responses to a hostile takeover attempt by Valeant and Pershing Square (Del. Ch. Ct. 2014)
• Cadence Pharmaceuticals in $1.3 billion sale to Mallinckrodt (Del. Chancery, San Diego Cty. Superior 2014)
• Medicis in $2.6 billion sale to Valeant Pharmaceuticals (Del. Chancery, Maricopa Cty. Superior 2012)
• Volcom in $607 million sale to PPR (Del. Chancery, Orange Cty. Superior 2011)
• Financial advisor to ev3 in $2.6 billion sale to Covidien (Del. Chancery, Minn. 2010)
• Financial advisor to ATS Medical in $370 million sale to Medtronic (Minn. 2010)