Paul J. Collins is a litigation partner in the Palo Alto office. Mr. Collins has been actively engaged in securities and other complex litigation since 1992, representing public companies, underwriters, venture capital firms, accounting firms, and individuals in various litigation, advisory and investigative matters. He has represented corporations, boards of directors, board committees, investment banks and individuals on securities class actions and arbitrations; SEC, stock exchange and internal corporate investigations; litigation involving mergers and acquisitions and other aspects of corporate control and corporate governance; and fiduciary duty and insider trading issues. Mr. Collins also has represented numerous corporate clients in consumer class action and a variety of other complex commercial litigation matters. Mr. Collins is experienced in all aspects of complex litigation through trial and appeals. He is a member of the Steering Committee of the firm's Securities Litigation Practice Group.
Mr. Collins also has worked for a number of years on securities class action law reform matters. He worked to pass the Private Securities Litigation Reform Act of 1995, the Uniform Standards Act of 1998, and California's Proposition 64.
Mr. Collins is a member of the California and New York bars.
Legal History
Gibson, Dunn & Crutcher LLP, Palo Alto, California, March 1996 to present.
Weil, Gotshal & Manges LLP, New York, New York, 1992 to 1996.
Educational History
J.D., cum laude, Georgetown University Law Center, 1992.
B.A., magna cum laude, University of Washington, 1989.
Representative Matters
Emulex Corp. Mr. Collins represented Emulex Corporation in its defense of an unsolicited tender offer and related proxy contest launched by Broadcom Corp. in 2009. Emulex invoked the “just say no” defense and, after months of litigation, Broadcom dropped its hostile bid on the eve of trial in the Delaware Court of Chancery.
Openwave Systems, Inc. Mr. Collins represents Openwave Systems in a securities class action and related shareholder derivative action arising out of alleged backdating of stock options by Openwave in the early 2000s.
Catterton Partners Mr. Collins represented Catterton Partners, a private equity firm, in litigation arising out of its acquisition of Restoration Hardware. Shareholders challenged the transaction on Revlon grounds, but the litigation was successfully resolved and the acquisition closed on schedule.
R2 Investments LDC. Mr. Collins represents R2 Investments, a minority shareholder of XO Communications, in a lawsuit challenging a proposed sale of virtually all of XO’s assets to its majority shareholder, Carl Icahn. We challenged the proposed transaction in the Delaware Court of Chancery and XO and Mr. Icahn voluntarily terminated the proposed transaction.
Goldman Sachs & Co. Mr. Collins is defending Goldman Sachs, Merrill Lynch, Morgan Stanley, and J.P. Morgan as underwriters of various Exodus securities offerings. Our initial motion to dismiss all claims was granted with leave to amend. After plaintiffs amended, we moved to dismiss again.
Intel Corporation Mr. Collins represented Intel Corp. in its 2009 acquisition of Wind River Systems. Shareholders of Wind River challenged the transaction in both the Delaware Court of Chancery and the California Superior Court, but Gibson Dunn successfully resolved both actions and the transaction closed on schedule.
Golden State Vintners, Inc. Mr. Collins represents the former CEO of GSV and an acquisition entity in several cases arising from the bidding contest that resulted in the acquisition of GSV by The Wine Group in July 2004. Most recently we secured the dismissal of securities fraud claims against our clients, GSV and other GSV directors and officers arising from GSV's disclosures before and during the bidding contest.
Company A Mr. Collins represented a special committee of a board of Directors in connection with the special committee’s investigation of stock option grant and administration issues.
Thoratec Corporation Mr. Collins represented Thoratec Corporation and certain of its directors and officers in a securities class action and related shareholder derivative action related to one of the Company’s new product lines. We obtained dismissals of the securities class action complaint and successfully moved the court to stay and ultimately dismiss the derivative action.
Amazon.com Mr. Collins defended Amazon.com and its officers and directors in 15 class action cases filed in the Western District of Washington, alleging that the Company issued misleading disclosures concerning its strategic partnering relationships, and improperly accounted for the revenues in connection with those partnering relationships. Our motions to dismiss have been granted with respect to a majority of claims, and additional motions to dismiss are still pending. We successfully resolved a related SEC investigation.
Reddi Brake Supply Corp. Mr. Collins represented the Company and its directors and officers in a class action arising out of a 1995 earnings surprise, which was settled without any payment from the Company within four months of our assuming the defense of the case. Mr. Collins also represented the former directors and officers of the Company in litigation brought in 1997 by the Creditors Committee of the Company’s insolvent subsidiary, which was successfully settled within 12 months of suit being filed. A third generation of class action litigation was filed in 1998, and was recently settled, again without payment from any of the defendants.
Merrill Lynch & Co., Inc. Mr. Collins was counsel for a group of investment banks sued for alleged unfair trade practices relating to the use of “penalty bids” in connection with IPO’s, in which members of the syndicate are penalized if customers who receive IPO allocations immediately “flip” their shares for a profit. We obtained a dismissal of all claims at the pleading stage. The district court decision subsequently was affirmed by the Ninth Circuit.
Cadence Design Systems Mr. Collins represented Cadence Design Systems in connection with litigation arising out of its "white knight" acquisition of Quickturn Design Systems. The offer was successful and all litigation was quickly resolved.
Global Motorsport Group, Inc. Mr. Collins represented Global Motorsport Group in litigation arising out of a hostile acquisition attempt by Golden Cycle, Inc. Golden Cycle twice sought preliminary injunctive relief that, if granted, would have prevented Global Motorsport Group from employing various takeover defenses. Twice the Delaware Chancery Court ruled that our defense strategy was appropriate, paving the way for a successful "white knight" acquisition.
PricewaterhouseCoopers LLP Mr. Collins has represented PricewaterhouseCoopers in a number of actions, including in a shareholder derivative suit involving Meris Laboratories, in a bankruptcy trustee's suit involving Atkinson Construction Co., and a federal securities class action involving Hybrid Networks. All were settled on terms favorable to PricewaterhouseCoopers.
NextCard Mr. Collins represented NextCard and its officers and directors in multiple class actions pending in the Northern District of California. Following NextCard’s bankruptcy, we have acted as coordinating counsel in on-going settlement negotiations with plaintiffs and various federal agencies.
Publications
"Securities Litigation Pleading Standards” - Securities Litigation, A Practitioners Guide (Practising Law Institute 2006 and 2007).
“Lead Plaintiffs Under the PSLRA” - Securities Litigation, A Practitioners Guide (Practising Law Institute 2006 and 2007).
"Worldcom: Elusive Liability Standards for Shelf-Registrations Under Section 11" – Securities Litigation Report, Volume 1, Number 10 (June 2005).
"Ninth Circuit Ruling in Gemstar Deals A Blow to the SEC's Power Under Sarbanes-Oxley to Escrow "Extraordinary Payments" Made by Departing Executives – Securities Litigation Report, Volume 1, Number 1 (July 2004).
"New Limitations on Insurance Coverage for Penalties" - InSights, Volume 17, Number 10 (October 2003).
"Discovery and Use of Electronic Evidence" - California CPA Education Foundation, 2003 Advanced Business Litigation Institute, Palm Springs, California (May 8-9, 2003).
"California Supreme Court Recognizes "Holder's Action" - InSights, Volume 17, Number 6 (June 2003).
"Recent Developments In Federal Securities Regulation of Corporate Finance" - Glasser LegalWorks Conference, New York, New York (April 6-7, 2000).
"Financial Disclosures: Communications With Wall Street and the Financial Press" - University of Southern California, 2000 Institute for Corporate Counsel, Los Angeles, California (March 30, 2000).
"Securities Regulation in the Electronic Age Conference" - Glasser LegalWorks Seminars, San Francisco, California (February 7-9, 2000).
"Pleading Fraud Allegations Under The Private Securities Litigation Reform Act of 1995" - Association of Business Trial Lawyers, Volume I, No. 4 (December 1999).
"The New Era of Communications With Analysts and the Financial Press" - Glasser LegalWorks Seminar, Silicon Valley, California (November 19, 1999).
"Developments In Securities Litigation and SEC Enforcement Actions" - American Law Institute – American Bar Association, Post-Graduate Course In Federal Securities Laws (July 22-24, 1999).
"The Private Securities Litigation Reform Act of 1995: Where Are We Three Years Later?" - A Presentation to the Institute for Corporate Counsel (March 4, 1999).
"Recent Trends Support Uniform Standards Legislation for Private Securities Class Actions Involving Nationally Traded Securities" - A Presentation to the ABA National Institute on Securities Litigation and Arbitration, San Francisco, California (June 4, 1998).
"White Paper On Securities Litigation Reform" - American Electronics Association.
"Corporate Compliance At The Crossroads, Survival Strategies For Technology Companies In Today's Securities Markets" (October 1997).
"Recent Developments In Disclosure And Dealing With Analysts And The Financial Press, Survival Strategies For Technology Companies In Today's Securities Markets" (October 1997).
"SEC Investigations And Enforcement Involving Technology Companies, Survival Strategies For Technology Companies In Today's Securities Markets" (October 1997).
"Uniform Standards For Private Securities Class Actions Involving Nationally Traded Securities: The Case For Reform" - A Presentation to the American Legislative Exchange Council, 24th Annual Meeting, New Orleans, Louisiana (August 15, 1997).
"Securities Litigation Reform: The California Battleground" - SEC Institute (April 1997).
"Securities Litigation Reform: The California Battleground" - Manufacturers Alliance Law Council II (October 24, 1996).
"Report On Uncivil Conduct In Depositions" - Report of the New York State Bar Association, Committee on Ethics, Subcommittee on Professionalism) (1996).
"A Nationwide Threat – The Battle In California Over Securities Law Reform Heats Up" (October 1996) - The Metropolitan Corporate Counsel (October 1996).
"The New Auditor Responsibilities Under The Private Securities Litigation Reform Act: Audit Committee Beware" - Stanford Law School Directors College (March 1996).
"The SEC's Proposal For Creation Of Public Company Disclosure Committees" (October 1996).
"Second Circuit Rules on Shareholder Proposals And SEC No-Action Letters" - Aspen Law & Business, Vol. LXVI No. 14 (July 17, 1995).
"Disclosure Of Material Contingent Liabilities" - The New York Law Journal (October 20, 1994).
"Disclosure Of Forward Looking, Contingent And Sensitive Information Under The Federal Securities Laws" - The New York Law Journal (October 20, 1994).
"Reliance On Fairness Opinions" - The New York Law Journal (June 16, 1994).
"Corporate Governance Reform And Directors' Duty of Care" - The New York Law Journal (May 20, 1993).
"Materiality And The Total Mix Standard" - (12/05/00) The New York Law Journal (June 17, 1993).