Michael T Jones
Michael T. Jones
+1.617.573.5836

Overview

Michael Jones is a litigation attorney in Holland & Knight's Boston and San Francisco offices. Mr. Jones focuses his practice on representing public and private technology, life sciences and healthcare companies in class action and derivative litigation. He also handles U.S. Securities and Exchange Commission (SEC), U.S. Department of Justice (DOJ) and other government, regulatory and internal investigations; fiduciary duty claims, corporate governance matters and shareholder disputes; public mergers and acquisitions (M&A) litigation and post-closing disputes; and other high-stakes commercial disputes.

Mr. Jones conducts internal corporate investigations for audit committees and other board committees in financial accounting and corporate governance-related matters, including whistleblower matters under the Sarbanes-Oxley Act and Dodd-Frank Wall Street Reform and Consumer Protection Act. He also represents clients in Financial Industry Regulatory Authority (FINRA) inquiries and in regulatory proceedings brought by the SEC and others concerning possible accounting irregularities, corporate disclosures and insider trading, among other matters.

Mr. Jones advises public and private technology, life sciences and healthcare companies on compliance and risk management issues. This includes providing guidance on internal compliance processes and procedures, handling whistleblower complaints, and process and disclosure issues related to M&A.

In addition to his legal practice, Mr. Jones frequently writes and speaks on legal issues and developments related to securities and class action litigation, public company disclosure and corporate governance issues, M&A and SEC enforcement.

Prior to joining Holland & Knight, Mr. Jones was a partner at a global law firm in its Boston and Silicon Valley offices.

Representative Experience

  • Won complete dismissal with prejudice of Section 10(b) and Rule 10b-5 claims in a shareholder class action filed in the U.S. District Court for the Northern District of California against a software as a service (SaaS) company, its CEO and chief financial officer (CFO), alleging misstatements and omissions concerning a data breach; representing the company in related derivative lawsuits; dismissal affirmed by the U.S. Court of Appeals for the Ninth Circuit
  • Won dismissal with prejudice of breach of fiduciary duty and aiding and abetting claims against a San Francisco-based venture capital firm brought in derivative action filed in Superior Court for Alameda County, California, arising out of the sale of a website; dismissal overturned by the California Courts of Appeal; currently representing the firm and its board designee in defense of ongoing derivative claims
  • Representation of a clinical stage biopharmaceutical company and its CEO in a shareholder class action asserting Section 10(b) and Rule 10b-5 claims based on alleged misrepresentations and omissions in connection with the company's clinical trial design and results; secured voluntary dismissal of claims by lead plaintiffs
  • Won complete dismissal of claims brought in Superior Court for San Mateo, California, against an online international money transfer service and its senior management alleging violations of Section 11 of the Securities Act of 1933 in connection with the company's initial public offering (IPO); the suit relates to the company's disclosure that it was the victim of a criminal business email compromise scheme
  • Representing a private telehealth company and its directors and officers in a derivative action filed in Massachusetts Superior Court Business Litigation Session (BLS), alleging breach of fiduciary duty claims concerning strategic growth plans and termination of former CEO; motion to dismiss was argued in February 2021 and has been taken under advisement
  • Won dismissal of First and Second Amended Complaints of Section 10(b) and Rule 10b-5 claims in shareholder class action against a healthcare information technology (IT) company, its CEO and CFO in the U.S. District Court for the Northern District of California; obtained favorable settlement funded entirely by insurance after Third Amended Complaint survived dismissal
  • Secured dismissal of Section 10(b) and Rule 10b-5 claims in a shareholder class action against a pharmaceutical company focused on cystic fibrosis treatments, as well as certain officers, alleging misrepresentations and omissions in connection with the company's clinical trial results
  • Won complete dismissal with prejudice of Section 10(b) and Rule 10b-5 claims in a shareholder class action against a bioscience company that provides sustainable solutions to the plastic, chemical and energy industries, its CEO and CFO; plaintiffs alleged misrepresentations and omissions in connection with certain milestones in its biopolymer plastic manufacturing business

  • Successfully obtained dismissals of lawsuits in four different federal courts (U.S. District Courts for the District of Delaware, Northern District of California, Eastern District of New York and Southern District of New York) asserting violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with a clinical-stage biopharmaceutical company's $13.1 billion sale to a global biopharmaceutical company
  • Represented a real estate investment trust (REIT) and its board of directors, successfully obtaining dismissal of four class action lawsuits filed in the U.S. District Courts for the Southern and Eastern Districts of New York asserting violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with its $1.9 billion take-private sale to an American government and commercial services contractor
  • Successfully obtained dismissal of three shareholder lawsuits filed in the U.S. District Courts for the Southern District of New York, Eastern District of New York and the Eastern District of Pennsylvania against a REIT and its board of directors challenging the company's $7.5 billion merger with another REIT
  • Represented an aerospace and defense company and successfully obtained dismissal of stockholder lawsuits filed in California and New York state courts arising out of the special purpose acquisition company (SPAC) business combination by and between the company and a private investment firm focused on the technology sector; each lawsuit alleged various breaches of fiduciary duties related to the transaction process and disclosure claims related to the proxy statement filed in connection with the transaction
  • Represented a provider of automation and networking systems for homes and businesses to successfully obtain dismissal of multiple class action lawsuits filed in the U.S. District Courts for the Southern District of New York and the District of Delaware asserting violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with its $680 million take-private sale to a leading manufacturer and distributor of audio/video, networking, surveillance, power and structured wiring products
  • Successfully obtained dismissal of three shareholder lawsuits filed in the U.S. District Court for the District of Colorado and one in the District of Maryland challenging a REIT's $8.4 billion merger with another REIT
  • Successfully obtained dismissal of shareholder lawsuits filed in the U.S. District Court for the Western District of Texas challenging a popcorn snack manufacturer's $1.6 billion sale to a chocolate and baked goods manufacturer
  • Represented an American online real estate marketplace and its board of directors in class action lawsuits in Superior Court for San Francisco County, California, and the Delaware Court of Chancery challenging the $3.5 billion all-stock merger with a tech real-estate marketplace; the deal closed on time after negotiation of favorable settlement; successfully obtained dismissal of litigation after a highly publicized settlement approval process and obtained a groundbreaking ruling in 2016 from the Delaware Court of Chancery severely limiting pre-merger disclosure challenges and settlements based on immaterial disclosures
  • Successfully defeated plaintiffs' motion for expedited proceedings in shareholder lawsuits filed in Delaware Court of Chancery following the announcement of an online international money transfer service's $890 million sale to another online money transfer service; the lawsuits alleged breach of fiduciary duty claims against the company's directors and officers related to the future employment of some of its management team and disclosures that it was a victim of $30 million business email compromise (BEC) fraud scheme; defeating plaintiffs' expedition attempt allowed the deal to close on time and resulted in voluntary dismissal of the litigation
  • Successfully defeated plaintiffs' motion for expedited proceedings in a shareholder class action litigation in Superior Court for San Mateo County, California, and Delaware Court of Chancery, challenging a San Francisco-based biopharmaceutical company's $10.4 billion merger with a multinational biopharmaceutical company; successfully defeated plaintiffs' efforts to disrupt tender offer and the transaction closed on time
  • Represented an Israeli multinational pharmaceutical company in merger litigation in Delaware Court of Chancery, brought by stockholders of a biopharmaceutical company ; plaintiffs dropped their request for an injunction and the transaction closed on time
  • Represented a REIT that invests in apartments and its board in securities class action and shareholder derivative lawsuits in the Circuit Court for Baltimore City, Maryland, challenging its $4.3 billion acquisition of another REIT, which created the largest REIT on the West Coast; successfully consolidated the cases to expedite their resolution in advance of the closing and negotiated a favorable settlement, allowing the merger to close as scheduled
  • Represented a software and information technology services company and its board of directors and obtained voluntary dismissal from plaintiffs of six putative class actions challenging its $4.3 billion merger with a German multinational software company in the Superior Court of Santa Clara County, California, and in the Delaware Court of Chancery; all breach of fiduciary duty and aiding and abetting claims were dismissed and the transaction closed on time
  • Represented a private American company that provides network-enabled services for healthcare and point-of-care mobile apps in its acquisition of a mobile medical reference app and litigation brought by the acquired company's shareholders challenging the $293 million transaction in Superior Court for San Mateo County, California, including allegations that the acquiring company aided and abetted the acquired company's board's alleged breaches of fiduciary duty; obtained a favorable settlement and the transaction closed on time
  • Represented a provider of on-demand revenue performance management software and its board of directors in connection with shareholder class actions filed in the U.S. District Court for the Eastern District of Virginia and in the Delaware Court of Chancery challenging the company's $930 million sale to a multinational computer technology corporation; after initial discussions and negotiations with plaintiffs' counsel, obtained voluntary dismissal of the litigation and the transaction closed on time

  • Representing a San Francisco-based capital market company in connection with pending lawsuit in the Delaware Court of Chancery in which the former stockholders of a company that provides liquidity solutions in the private growth asset market have alleged that the acquiring company breached the parties' merger agreement by including the incorrect form of buyer warrant in the execution set of the transaction documents
  • Representation of a virtual care and at-home testing company in connection with expedited proceedings initiated by an Atlanta-based health improvement technology company in the Delaware Court of Chancery alleging that its at-home testing kits had improperly terminated the parties' merger agreement
  • Represented a San Francisco-based capital market company in connection with deal litigation against a company that provides liquidity solutions in the private growth asset market in the Delaware Court of Chancery, filing complaint and motion for expedited proceedings seeking specific performance and declaratory judgment to enforce the parties' merger agreement; sought a court order requiring the acquired company to consummate the merger and awarding the acquiring company damages resulting from the acquired company's bad-faith closing delays; merger closed days later, establishing one of the leading global private securities marketplaces, and the matter was voluntarily dismissed as moot
  • Represented an Israeli multinational pharmaceutical company, in connection with post-closing litigation in Delaware Superior Court related to the sale of its animal health division to a German multinational pharmaceutical and biotechnology company for $60 million in cash at closing and up to an additional $92 million in contingent payments; the German company alleged breach of the merger agreement by the Israeli company on the ground that it had failed to make certain payments due in connection with working capital adjustments; the Israeli company filed answer and counterclaims in which it sought more than $50 million in damages related to contingent consideration that was not paid on account of the German company's failure to use commercially reasonable efforts to achieve various milestones set forth in the merger agreement; defeated the German company's motion to dismiss the Israeli company's counterclaims; the companies settled all pending claims several weeks prior to a five-day bench trial that was scheduled to begin
  • Represented a software company in a confidential arbitration with a company that provides investment advisory services, solely and in its capacity as a seller representative for a media company and a company providing computer-related and consulting services; dispute was related to the media company's sale of its digital marketing businesses to the software company for $235 million, with the parties agreeing to hold a portion of the sale consideration in escrow for post-closing liabilities; due to a number of liabilities arising in the years following the sale, the software company sought to withhold distribution of the remaining $12.6 million in the escrow account; the investment company initiated arbitration against the software company alleging that it improperly withheld the escrow funds and sought a declaratory judgment as well as immediate release of funds; the dispute also involved claims of breach of implied covenant of good faith and fair dealing; secured a favorable settlement for the software company
  • Represented a stockholder representative of former stockholders in a dispute concerning the $50 million sale of a California-based ecommerce startup to an online marketplace, which alleged claims for fraud and breach of representations and warranties against the former stockholders; defended clients against the online marketplace's claims and asserted counterclaims for breach of the merger agreement related to the failure to make contingency payments required thereunder; following confidential mediation obtained a favorable settlement for clients

  • Representation of a venture capital firm in connection with a U.S. Securities and Exchange Commission (SEC) inquiry concerning certain cryptocurrency and blockchain investments
  • Representing the audit committee of a publicly traded pharmaceutical company in connection with an internal investigation and subsequent SEC inquiry concerning public statements made by company executives regarding U.S. Food and Drug Administration (FDA) interaction
  • Represented the audit committee of a publicly traded pharmaceutical company in an internal investigation and subsequent SEC inquiry concerning insider trading in the company's stock, successfully convincing the SEC not to pursue investigation or other enforcement measure
  • Represented the audit committee of a publicly traded pharmaceutical company in an internal investigation into anonymous whistleblower claims alleging inaccurate and incomplete disclosures regarding clinical trial results
  • Represented a publicly traded real estate investment trust (REIT) in connection with an SEC inquiry focused on public disclosures by client and other issuers related to adjustments to operations and interaction with underlying commercial tenants due to the COVID-19 pandemic
  • Representation of special committee of the board of directors for a private freight transportation infrastructure company that was charged with oversight of the investigation into a data breach; conducted investigation, advised special committee on findings, worked with special committee to devise remedial measures and collaborated with privacy and data security team to advise on disclosure obligations
  • Represented both a publicly traded technology company and a publicly traded REIT in responding to separate SEC subpoenas seeking information related to the adequacy of each company's internal controls in place when they were victimized by business email compromise (BEC) fraud schemes where employees were duped into initiating fake wire transfers; the clients were unfortunately victims of BEC fraud schemes, which resulted in the transfer of cash (approximately $30 million and $6 million, respectively) to bank accounts in China; worked with authorities in an effort to recover stolen funds and to conduct internal investigations on behalf of the audit committees for each client
  • Conducted internal investigation of a Fortune 100 company concerning derivative trading and funding subsidiaries in the U.S. and abroad; investigation focused on compliance with domestic and foreign tax rules and potential accounting and disclosure issues concerning intercompany funding relationships
  • Represented a Fortune 100 company in connection with a four-year SEC investigation on complex accounting issues such as hedge accounting, interest rate swaps, changes in accounting estimates, bill and hold arrangements, and revenue recognition

  • Representation of a venture capital firm in defense of tortious interference claims brought by competitor of a portfolio company
  • Representation of a private insurance benefits administration company and its principals in defense of a lawsuit in Massachusetts state court alleging breach of contract, breach of the covenant of good faith and fair dealing, misrepresentation and unfair competition under Massachusetts General Laws Chapter 93A
  • Won summary judgment in the U.S. District Court for the Northern District of California for a world-renowned public higher education and research institution in West Bengal, India, with the court dismissing all of plaintiff's claims that the organization breached an oral joint venture agreement, breached a nondisclosure agreement and misappropriated the plaintiff's trade secrets
  • Representation of family-owned cosmetics manufacturer based in Oxnard, California, in litigation against a French global cosmetic company in the U.S. District Court for the Central District of California, and in a related case filed against a personal care product manufacturer brought by a U.S. subsidiary of the cosmetic company, also in the U.S. District Court for the Central District of California; Defeated the U.S. subsidiary's motion for preliminary injunction and cases ultimately settled
  • Represented a San Francisco-based company that offers personalized shopping experiences for large retail brands against a lawsuit in the U.S. District Court for the Southern District of New York alleging breach of contract and unjust enrichment claims in connection with the parties' enrich for brands (E4B) services contract; the retailer that filed the lawsuit purports to seek damages in excess of $9.5 million; the client filed its answer and counterclaims in which it denied many of the allegations made by the retailer, asserted affirmative defenses and alleged certain counterclaims against the retailer, including claims for breach of contract, promissory estoppel, intentional interference with prospective economic advantage and unjust enrichment; defeated the retailer's motion for summary judgement and the case settled weeks before trial
  • Representation of a cybersecurity software company in connection with a lawsuit brought in the U.S. District Court for the Northern District of California by a leading provider of application shielding, software code protection and white-box cryptography products, alleging breach of contract, copyright infringement, intentional interference with prospective economic advantage and unlawful and unfair business practices; the client denied the allegations made against it and pursued counterclaims against the company and its parent company for breach of contract, copyright infringement, intentional interference with contractual relations, intentional interference with prospective economic advantage and unfair competition; following the close of discovery, the parties participated in court-mandated mediation and settled the matter
  • Represented a San Francisco-based audio streaming service in a dispute with the largest U.S. subscription-based music streaming service concerning a digital audio advertising agreement under which it was the responsible for selling the local service's advertising inventory and paying a guaranteed quarterly revenue as long as they supplied a minimum number of audio impressions per month; the local service countered that the national service breached the parties' contract by failing to meet ad sales goals and seeking to avoid guaranteed payments over the first half of 2017; secured a favorable settlement for the local service and the case was dismissed
  • Representation of an online legal technology company in connection with an unfair competition lawsuit filed by a competitor in the U.S. District Court for the Central District of California; defended the client against the competitor's claims and asserted counterclaims for unfair competition, false advertising and declaratory judgment; defeated the competitor's motion for summary judgment seeking dismissal of the client's counterclaims and the case settled prior to trial

Credentials

Education
  • Northeastern University School of Law, J.D.
  • Boston University, B.A., Biology, Political Science
Bar Admissions/Licenses
  • California
  • Massachusetts
Court Admissions
  • U.S. District Court for the District of Massachusetts
  • U.S. District Court for the District of Colorado
  • U.S. District Court for the Northern District of California
  • U.S. District Court for the Southern District of California
  • U.S. District Court for the Central District of California
  • U.S. District Court for the Eastern District of California
  • U.S. Court of Appeals for the Ninth Circuit
Memberships
  • Boston Bar Association
  • The Bar Association of San Francisco
Honors & Awards
  • The Legal 500 USA, Leading Lawyer, Securities Litigation, 2015; M&A Litigation: Defense, 2018
  • Rising Star, Northern California Super Lawyers magazine, 2016-2018
  • Top California Lawyers Under 40, The Daily Journal, 2016
  • Rising Star, New England Super Lawyers magazine, 2012-2013