Jonathan Dickey is a partner in the New York and Palo Alto offices of Gibson, Dunn & Crutcher, and is Co-Chair of Gibson Dunn's National Securities Litigation Practice Group. He has been engaged in civil litigation practice since 1979, specializing in securities class actions, shareholder derivative litigation, M&A litigation, corporate investigations and SEC enforcement matters. Over the years, Mr. Dickey has represented many public companies, directors and officers, and underwriters in securities litigation matters. He also has acted as counsel to boards of directors and board committees on securities disclosure and compliance issues, SEC and stock exchange investigations, and corporate governance issues.
Mr. Dickey has been ranked as one of the top securities litigators in the United States, including Chambers. He is the managing editor of the leading treatise on securities litigation, Practicing Law Institute's Securities Litigation: A Practitioner's Guide, now in its ninth edition. Mr. Dickey has been a frequent lecturer on securities-related topics, including speaking engagements with the Practicing Law Institute, Securities Litigation & Enforcement Institute, and guest lecturing at the Haas School of Business (University of California) and the Stanford Law School Directors College. He has been quoted or featured in articles on securities topics in The Wall Street Journal, Business Week, The American Lawyer, Corporate Board Member Magazine, Institutional Investor Magazine, The Economist, The National Law Journal, The Washington Post, The Los Angeles Times, and other publications. Mr. Dickey has authored numerous articles on securities and corporate governance related topics.
Mr. Dickey earned his Juris Doctor cum laude from the University of Michigan in 1979. He received his undergraduate degree magna cum laude from Harvard in 1976.
Mr. Dickey is a member of the bars of California, New York and the District of Columbia.
Representative Securities Cases
- Microsoft: Obtained complete dismissal of a securities class action in the Western District of Washington against Microsoft and its senior management. The action arose out of Microsoft's announcement in July 2013 of a $900 million inventory charge related to its new Surface RT tablet product, first released in October 2012. The lawsuit accused defendants of failing to disclose lagging sales of the Surface RT that led to the inventory write-down. The district court's ruling is on appeal before the Ninth Circuit Court of Appeals.
- Hewlett-Packard: Defended the independent directors elected to HP's board of directors in 2010 and 2011 (including Ray Lane and Meg Whitman), who were sued in connection with the firing of Mark Hurd as HP's chief executive officer in 2010, and the hiring and firing of his successor, Leo Apotheker. The district court granted our motion to dismiss, and the ruling was affirmed on appeal by the Ninth Circuit.
- Hewlett-Packard: Successfully defended the HP board of directors in derivative litigation challenging the Board's decision to fire former CEO Carly Fiorina and award her a substantial several package. The District Court for the Northern District of California dismissed the suit in its entirety, and the Ninth Circuit Court of Appeals affirmed that ruling.
- JP Morgan: Successfully defended the independent directors of JP Morgan in several shareholder derivative suits in state and federal court in New York arising out of JP Morgan's "London Whale" trading scandal, which led to a multi-billion dollar write-off by JP Morgan, and which spurred a host of civil and regulatory proceedings. The federal and state court actions were dismissed, and the dismissals were affirmed on appeal.
- Intel Corporation: Successfully defended the board of directors of Intel in derivative actions in Delaware and California alleging breach of fiduciary duty for the directors' alleged failing to stop the alleged worldwide anticompetitive practices. Intel's alleged anticompetitive practices were the subject of U.S. and foreign government investigations and proceedings by state and federal authorities in the United States, as well as by several foreign governments. The alleged practices also were the subject of a private antitrust action brought by rival AMD, and a separate class action brought on behalf of Intel consumers. The main shareholder derivative action was dismissed by the federal court in Delaware, after which the parallel actions in Delaware and California state courts were successfully resolved.
- Intel Corporation: Successfully defended Intel Corporation in shareholder class actions in New York, California and Canada arising out of the initial public offering of SMART Technologies, Inc., a Canadian technology company, which was an Intel Capital portfolio company with one of Intel's senior officers serving on its Board. Both the U.S. and Canadian suits named Intel and its executive officer on the Board of SMART as defendants in the actions. After extensive motion practice, including motions to dismiss and motion for class certification, the class actions in the U.S. and Canada were settled in 2013 without any payment by Intel.
- Wachovia Corporation: Successfully defended the former directors of Wachovia in shareholder derivative litigation in the Northern District of California, in which plaintiffs sued the Board for breach of fiduciary duty arising out of Wachovia's allegedly fraudulent mortgage lending practices, and its acquisition of Golden West, a major originator of "sub-prime" loans that resulted in massive borrower defaults and adverse impacts on Wachovia's financial statements following the merger. The action was successfully resolved after extensive motion practice. A parallel SEC investigation also was successfully resolved.
- Wal-Mart: Co-led the defense of Wal-Mart's board of directors in shareholder derivative litigation in Delaware and Arkansas arising out of Wal-Mart's alleged violations of the Foreign Corrupt Practices Act. The cases were triggered by a New York Times "expose" published in 2012. Both the District Court for the Western District of Arkansas and the Delaware Chancery Court dismissed the parallel derivative actions against the board. The ruling in Arkansas recently was affirmed by the Eighth Circuit Court of Appeals. The Delaware ruling is on appeal to the Delaware Supreme Court.
- Herbalife: Successfully defended nutrition company Herbalife, Inc. and its directors and officers in a securities class action in the Central District of California, arising out of allegations made by a prominent hedge fund that Herbalife is a "pyramid" scheme. The district court in Los Angeles granted Gibson Dunn's motion to dismiss the case in full, and plaintiff decided not to appeal the court's ruling.
- Morgan Stanley and other financial institutions: Successfully settled a $4 billion shareholder class action brought against Morgan Stanley and other Wall Street firms arising out of the collapse and eventual bankruptcy of Washington Mutual. The action settled after the District Court for the Western District of Washington dismissed several claims arising from various public offerings of WaMu equity and debt offerings, but permitted several to go forward. The settlement was for a small fraction of the underwriter defendants' total exposure in the matter.
- UBS: Defended UBS Financial Services in a major "credit crisis" securities class action litigation in the Southern District of New York arising out of the collapse of Lehman Brothers. The case involved $1.2 billion of structured note products issued by Lehman in 84 separate offerings in 2007-2008, before Lehman's bankruptcy. The case was successfully settled for ten cents on the dollar.
- Eastman Kodak: Successfully defended the senior executives of Eastman Kodak in a securities class action in the Southern District of New York, which was filed following the bankruptcy of Kodak in early 2012. The motion to dismiss the case was granted without leave to amend. The district court's ruling was affirmed by the Second Circuit Court of Appeals.
- Thornburg Mortgage: Led the defense of underwriter defendants in a securities class action in the District of New Mexico arising out of the bankruptcy of Thornburg Mortgage, a New Mexico-based mortgage company that originated and syndicated mortgage-backed securities, and held loans backed by asset-backed commercial paper. Gibson Dunn's clients underwrote two major offerings of Thornburg securities in 2007, before the asset-backed commercial paper market collapsed, leading to Thornburg's eventual bankruptcy. The underwriters' motion to dismiss was granted in full in January 2010, and a motion for leave to amend was denied in June 2011. The Tenth Circuit Court of Appeal affirmed the dismissal of all claims against our clients.
Representative Pending Matters
- Representing VMware, Inc. and certain of its directors and officers in shareholder class and derivative litigation in the Delaware Chancery Court related to the pending $67 billion merger of its corporate parent, EMC, with Dell, Inc. The merger is scheduled to close by September 2016. Our motion to dismiss the action is pending.
- Representing certain members of the Board of Directors of Yahoo! Inc. in shareholder class and derivative litigation in the Delaware Chancery Court arising out of the Company termination of former Chief Operating Office Henrique De Castro in 2014.
- Representing a special litigation committee of the Board of Directors of Pacific Gas & Electronic Corporation ("PG&E") in an investigation of alleged breaches of fiduciary duty by certain officers of directors in connection with a pipeline explosion in San Bruno, California that caused major property damage and loss of life. The investigation is taking place in parallel with pending shareholder derivative litigation in the federal and state courts in California, as well as parallel regulatory proceedings. PG&E recently was convicted on several criminal charges related to its pipeline safety practices in California, and PG&E is contesting the jury verdict. PG&E also was fined by the California Public Utilities Commission and the National Transportation Safety Board. Our investigation is continuing.
- Representing Raymond Lucia, an investment advisor, in the first case to reach the federal courts of appeal on the issue of whether the SEC's administrative law courts are constitutional. Our challenge is pending in the Court of Appeals for the District of Columbia, and a petition for certiorari to the United States Supreme Court is possible if the Court of Appeals affirms the constitutionality of ALJ proceedings.
- Representing various corporate and individual clients in pending SEC investigations and other regulatory proceedings.