Practices
Education
- J.D., University of Virginia, 1987
- B.A., Columbia University, 1984, cum laude
Admissions
- California
- New York
- U.S. Supreme Court
- U.S. Courts of Appeals for the First, Third, Fifth and Ninth Circuits
- U.S. District Courts for the Central District of California, Northern District of California, Southern District of California, Eastern District of New York and Southern District of New York
Overview
Honors
Experience
Thought Leadership
Memberships
John Stigi is a partner in the Business Trial Practice Group in the firm's Century City and Palo Alto offices, and co-leader of the firm's Corporate/Securities Litigation Team.
Areas of Practice
Mr. Stigi's practice focuses on securities class action and shareholder derivative action defense, SEC investigation defense, internal corporate investigations, complex contract and commercial litigation, and M&A and corporate governance litigation. He has extensive experience representing issuers, officers, directors and auditors in all areas of securities, corporate and complex commercial litigation, from the early stages before a complaint is filed through pleading motions, discovery, mediation, trial and appeal. Mr. Stigi also advises companies on disclosure and corporate governance issues, as well as directors and officers insurance matters.
Mr. Stigi’s practice is national in scope. He appears in federal and state courts throughout California, New York and Delaware, and also has appeared in courts in Arizona, Colorado, Florida, Massachusetts, Mississippi, Nevada, New Jersey, Texas and Washington. Mr. Stigi is a member of the AIG Securities Litigation Panel (class action approved).
Mr. Stigi previously practiced in Silicon Valley and New York City where he represented issuers, accountants, banks, brokerage firms, and hedge fund managers in securities, commercial, bankruptcy, employment, and real estate litigation. Mr. Stigi clerked at the District of Columbia Court of Appeals and was an executive editor of the Virginia Journal of International Law.
Honors
- Southern California Super Lawyer, 2010, 2012, 2013, 2014
- Northern California Super Lawyer, 2005
Experience
Representative Cases
Securities & Shareholder Derivative Actions
- Advanced Cell Technologies
- America West
- Amgen
- Arthur Andersen
- Axesstel
- Boeing
- BofI Holding
- Bolar/Circa Pharmaceuticals
- Chordiant Software
- Deer Consumer Products
- Deloitte
- Digital Cornerstone
- Diodes
- Ernst & Young
- Fairchild Corporation
- First Virtual Communications
- GEM Services, Inc.
- Hewlett Packard
- i2 Technologies
- International Rectifier
- Irvine Sensors
- Jennifer Convertibles
- LBI Media Holdings
- Leap Wireless
- LifeVantage
- McAfee
- National Technical Systems
- NCI Building Systems
- NorthPoint Communications
- Quovadx
- Redback Networks
- Sahlen & Associates
- salesforce.com
- VISX
- Zales
M&A/Going Private and Appraisal Actions
- Corio
- CrossWorlds Software
- Dialogic
- E.piphany
- Electro Rent
- Hewlett Packard/Compaq
- Hewlett Packard/Walter Hewlett
- Imperial Capital
- Informa
- Infoweapons
- International Rectifier
- Lions Gate Entertainment
- Med BioGene
- National Technical Systems
- Parametric Sound
- Physicians Formula
- Plumtree Software
- Rational Software
- Raytel Medical
- Rizvi Traverse/Playboy
- Sport Chalet
- Taylor Made/Adams
- Taylor Made/Ashworth
Financial Services-Related Actions
- B. Riley
- CIBC Oppenheimer
- Citicorp Real Estate
- Clearwater Fund
- European American Bank
- First Nationwide Bank
- Hambro America
- Imperial Capital
- Liberty Brokerage
- Moore Capital Management
- Patriot Securities
Articles
- Transaction Advisors, September 2016
- "3rd Circ. Eases Limitations Test For Securities Claims," Law360, October 25, 2013
- "Case Study: In Re Boston Scientific," Law360, August 6, 2012
- "Addressing Materiality At The Pleadings Stage," Law360, September 7, 2011
- "Barring RICO Claims Based On Alleged Securities Fraud," Law360, July 28, 2011
- "Courts Interpret 'Tellabs'," The National Law Journal, March 17, 2008
- "May a Court Consider Competing Inferences of a Defendant's State of Mind in Determining Whether the Complaint Pleads a 'Strong Inference' of Scienter?" 34 Preview of United States Supreme Court Cases (ABA), No. 6, April 9, 2007
- "Electronic Discovery: New Rules Also Affect E-Discovery of Nonparties," The National Law Journal, March 19, 2007
- "Delaware Decision in Disney Sets Forth Parameters for Duty of Good Faith," 21 Delaware Corporate Litigation Reporter, No. 6, September 25, 2006
- "Disney Case Provides Further Insight into Directors' Duty of Disclosure," 13 Corporate Governance Advisor, No. 5, September/October 2005
- "Delaware Vice Chancellor Strine Suggests Reform of Delaware Common Law Regarding Fully Negotiable Going-Private Transactions," 9 Wall Street Lawyer, No. 3, August 2005
Class Action Defense Strategy Law Blog Posts
Corporate & Securities Law Blog Posts
- "Second Circuit Holds that Contingent Equity-Based Compensation of Former Lehman Employees are Subordinate to Creditor Claims," June 21, 2017
- "Delaware Court of Chancery Holds that Cancellation of Shares Through Merger Deprives Stockholder of Standing in Section 220 Action," March 9, 2017
- "New York Appellate Division Revives Non-Monetary Class Action Settlement in M&A Class Action with Revised Standard of Review," March 2, 2017
- "Ninth Circuit Holds that Alleged Violations of Aspirational Corporate Conduct Standards Are Insufficient to State a Claim for Securities Fraud," February 7, 2017
- "Delaware Court of Chancery Rejects Bylaw That Required Supermajority Stockholder Vote to Remove Directors in Violation of 8 Del. C. § 141(k)," February 7, 2017
- "Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger," January 18, 2017
- "U.S. Supreme Court Confirms that a Corporate Insider Receives a “Personal Benefit” by Providing Confidential Information to a Trading Relative or Friend, Affirming Conviction for Insider Trading," December 9, 2016
- "Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Damages, Cautioning That Such Claims Are Best Pursued Pre-Closing," October 6, 2016
- "Ninth Circuit Permits SEC to Assert Standalone Claim for False Sarbanes-Oxley Certification and Confirms Disgorgement Remedy Against CEO and CFO Despite Lack of Personal Involvement In Underlying Misconduct," September 12, 2016
- "Delaware Court of Chancery Addresses the “Cleansing Effect” of Stockholder Approval In Post-Closing M&A Damages Actions," September 2, 2016
- "Seventh Circuit Criticizes Disclosure-Only M&A Litigation Settlements, Holding That Supplemental Proxy Disclosures Must Address and Correct a Plainly Material Misrepresentation or Omission," August 12, 2016
- "Tenth Circuit Upholds Nevada Law By Denying Stockholders Standing to Bring Claims on Behalf of Nevada Corporation," July 1, 2016
- "California Court of Appeal Confirms that Corporations Code § 1601 Does Not Require Corporations to Ship Records Maintained Out of State to California," June 28, 2016
- "Delaware Chancery Court Rejects MBO Merger Price as Best Evidence of Fair Value in Appraisal Proceeding," June 9, 2016
- "Eighth Circuit Reverses District Court for Ignoring Price-Impact Evidence That Rebutted the Fraud-on-the-Market Presumption and Defeated Class Certification," May 6, 2016
- "Second Circuit Narrowly Applies Supreme Court’s Decision in Omnicare," April 1, 2016
- "Delaware Court of Chancery Increases Scrutiny on Disclosure-Only M&A Class Action Settlements," March 4, 2016
- "Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual Meetings," July 23, 2015
- "'Dead Hand Proxy Puts' Garner Increased Stockholder Scrutiny In Delaware," June 10, 2015
- "Second Circuit Narrows Scope of SLUSA Preclusion," May 26, 2015
- "Delaware Chancery Court Holds that Creditor Plaintiffs in Derivative Suits May Satisfy Standing Requirement by Showing Corporation’s Insolvency at Time of Suit, Regardless of Later Solvency," May 26, 2015
- "Delaware Supreme Court Holds That a Stockholder Plaintiff Must Plead a Non-Exculpated Claim to Avoid Section 102(b)(7)-Based Dismissal When Seeking Damages From Independent and Disinterested Directors," May 19, 2015
- "United States Supreme Court Resolves Circuit Split Regarding Section 11 Claims Predicated Upon Allegedly Misleading Statements of Opinion," April 3, 2015
- "California and Delaware Courts Agree: Amendments to Corporate Bylaws Do Not Apply Retroactively to Impair Pursuit Previously Accrued Claims," March 31, 2015
- "Second Circuit Holds That SIPA Does Not Permit an Inflation or Interest Adjustment to “Net Equity” Claims For Customer Property," February 27, 2015
- "Delaware Court of Chancery Rejects Share-Tracing Standing Requirement for Appraisal Petitioners," February 20, 2015
- "Second Circuit Clarifies that Allegations of Direct Fraudulent Representations Are Not Necessary for Market Manipulation Claims Under Section 10(b) and Rule 10b-5," February 11, 2015
- "Second Circuit Notes Split with Ninth Circuit Over Whether Failure to Make Adequate Disclosures Under Item 303 of Regulation S-K May Serve as Basis for a Section 10(b) Claim," January 26, 2015
- "Delaware Supreme Court Confirms Chancery Court’s Broad Authority to Impose Use Restrictions on Information Obtained From Section 220 Books and Records Inspections," January 5, 2015
- "Ninth Circuit Holds that Under Nevada Law, a Prior Stockholder’s Litigation of Demand Futility Precludes Another Stockholder From Litigating Demand Futility In a Subsequent Derivative Action," January 5, 2015
- "California Court of Appeal Applies Delaware Law to Deny Discovery in Shareholder Derivative Action," December 23, 2014
- "Delaware Court of Chancery Rejects Contemporaneous Ownership Requirement For Creditors Asserting Derivative Claims," October 27, 2014
- "Sixth Circuit Narrows Scope of Liability Under ICA Sections 36(a) and (b)," October 8, 2014
- "U.S. Supreme Court Decision Gives More Latitude to Defeat Securities Fraud Class Action Lawsuits Prior to Class Certification," June 25, 2014
- "Delaware Court of Chancery Underscores Heightened Pleading Standard Necessary to Support a Claim for Breach of Fiduciary Duty In Connection With a Merger," May 12, 2014
- "Fourth Circuit Affirms Dismissal of Securities Fraud Complaint Where Inference of Scienter Was Not Sufficiently Strong," April 18, 2014
- "District Court Cites Recent “Evolution” of Rule 23 Standards to Deny Class Certification Motion in Securities Action Based Upon Allegedly Misleading Registration Statement," April 1, 2014
- "United States Supreme Court Holds That Section 806 of the Sarbanes-Oxley Act Extends to Employees of Private Companies Who Are Contractors or Subcontractors for Covered Public Companies," March 12, 2014
- "Delaware Court of Chancery Grants Summary Judgment Dismissing Breach of Fiduciary Duty Claims In Absence of Evidence of Directors’ “Conscious Disregard” of Fiduciary Duties," March 12, 2014
- "Tenth Circuit Looks Past 'General Partnership' Labels in Agreements to Determine Whether Certain Investments Constitute 'Securities'," March 10, 2014
- "United States Supreme Court Resolves Circuit Split and Narrows Scope of SLUSA," March 6, 2014
- "Delaware Chancery Court Declines to Apply Offer-of-Judgment Rule in Appraisal Proceedings," February 25, 2014
- "Delaware Court of Chancery Applies Implied Covenant of Good Faith and Fair Dealing to Prohibit An Acquiring Entity From Diverting Revenues to Depress Payouts Under a Contingent Purchase Price Provision," February 20, 2014
- "Second Circuit Affirms Dismissal of Short-Swing Profit Claim Against Goldman Sachs Arising from Six-Month Call Options," February 4, 2014
- "Second Circuit Holds Delaware Fiduciary Duty Law Preempted By Federal Interest In Fiscal Stability," February 4, 2014
- "Delaware Supreme Court Holds That a Minority Stockholder Has No Common Law Right to a Conflict-Free Board Decision Regarding the Repurchase of Shares," January 30, 2014
- "United States Supreme Court Holds That Non-U.S. Corporations Are Subject to General Personal Jurisdiction in U.S. States Only in States Where They Are 'At Home,'" January 28, 2014
- "California Court of Appeal Clarifies Rights of Dissenting Minority Shareholders Under California Corporation Code § 1312(b)," January 16, 2014
- "Delaware Supreme Court Holds Receiver is Required to Defend Lawsuits After a Corporation is Wound-Up; Finds No Generally Applicable Statute of Limitation for Claims Against a Dissolved Corporation," December 11, 2013
- "United States Supreme Court Holds that Contractual Forum-Selection Clauses Deserve Near Absolute Deference In Considering Changes of Venue Under 28 U.S.C. § 1404(a)," December 11, 2013
- "California Court of Appeal Holds That Challenges to Corporate Elections Under Corporations Code Section 709 May be Predicated Upon Breach of Fiduciary Duty and Conflict of Interest Allegations," November 6, 2013
- "Second Circuit Applies Morrison to Criminal Prosecution Under Section 10(b) and Rule 10b-5," October 23, 2013
- "Second Circuit Clarifies Scope of SLUSA Preclusion," October 21, 2013
- "Tenth Circuit Finds that Jury Must Determine Whether “Notes Are Securities” in a Securities Fraud Action," October 21, 2013
- "Ninth Circuit Vacates Dismissal and Remands Shareholder Derivative "Say-on-Pay" Suits to California State Court," August 26, 2013
- "Eighth Circuit Applies Negligence Standard to SEC Enforcement Claims for Violations of Section 14(a) and Rules 14a-9, 13b2-1 and 13b2-2," August 26, 2013
- "Second Circuit Rejects the Application of American Pipe's Tolling Rule and Rule 15(c)'s "Relation Back" Doctrine to the Three-Year Statute of Repose for Section 11 and 12(a) Claims," July 16, 2013
- "Delaware Court of Chancery Upheld Enforceability of Bylaws with Forum Selection Clauses Unilaterally Adopted by Board of Directors," July 16, 2013
- "Second Circuit Affirms Dismissal of Suits Brought by Madoff Trustee Against Banks Accused of Aiding Madoff Fraud," July 2, 2013
- "Second Circuit Reaffirms Continued Use of the "Knowing Possession" Causation Standard in Rajaratnam Insider Trading Case," June 28, 2013
- "Delaware Chancery Court Establishes Procedural Framework for Obtaining Business Judgment Review for Going Private Transaction Sponsored By Majority Stockholders," June 25, 2013
- "Fifth Circuit Holds That Securities Fraud Defendants May Not Rebut the Fraud-on-the-Market Presumption at the Class Certification Stage Through Evidence of No Price Impact," June 21, 2013
- "Sixth Circuit Splits with Second and Ninth Circuits Regarding Need to Allege Defendants' State of Mind for Claims Challenging Soft Information Under Section 11 of the Securities Act of 1933," June 12, 2013
- "Second Circuit Holds that Allegations of Direct Fraudulent Representations Are Necessary for Market Manipulation Claims Under Section 10(b) and Rule 10b-5," May 24, 2013
- "Ninth Circuit Holds that Federal Securities Laws Preempt California Labor Code's Ban on Forced Patronage at Brokerage Firms," May 9, 2013
- "United States Supreme Court Decides Question of Corporate Liability Under Alien Tort Statute On Broader Grounds," April 25, 2013
- "Delaware Supreme Court Affirms Preclusive Effect of Non-Delaware Dismissals and Rejects Irrebuttable Presumption That a Derivative Plaintiff Who Fails to Conduct a Section 220 Inspection Is an Inadequate Representative," April 23, 2013
- "Seventh Circuit Affirms Dismissal of Securities Fraud Class Action, Remanding Question of Sanctions Against Plaintiffs' Counsel," April 9, 2013
- "Second Circuit Reverses Class Certification Order, Holding That a Clearing Broker's Alleged Knowledge of Fraud Against Shareholders, Absence Direct Involvement, Is Insufficient to Create a Duty of Disclosure," March 27, 2013
- "Second Circuit Reverses Dismissal of Section 11 and 12(a)(2) Claims, Holding that Plaintiff's Allegations Were Sufficient to Plead a Reasonable Inference of Misrepresentations in a Prospectus," March 11, 2013
- "Third Circuit Reinforces Limits to Directors' Exposure for Misconduct by Corporate Employees," March 7, 2013
- "United States Supreme Court Holds that Class Action Securities Fraud Plaintiffs Need Not Prove the Materiality of the Alleged False Statements or Omissions to Support Certification of a Class, Resolving Circuit Split," March 7, 2013
- "United States Supreme Court Declines to Apply the "Discovery Rule" to Extend the Five-Year Statute of Limitations for SEC Punitive Fraud Enforcement Actions," March 6, 2013
- "California Supreme Court Resolves Court of Appeal Split, Holding that Section 2010 of the California Corporations Code -- California's "Survival Statute" -- Does Not Apply to Foreign Corporations," February 27, 2013
- "California Court of Appeal Recognizes That Wide Discretion Granted to a Board of Directors Under the Business Judgment Rule May Be Tempered By a Corporation's Private Contractual Obligations to Its Shareholders/Members," February 15, 2013
- "Second Circuit Affirms Dismissal of Securities Fraud Claims Relating to Allegedly Misleading Press Release," February 15, 2013
- "Ninth Circuit Applies Securities Litigation Uniform Standards Act to Affirm Dismissal of Section 17200 Class Action Involving Variable Life Insurance Policies," January 31, 2013
- "The Second Circuit Finds No Section 16(b) Violation Where Different Securities of the Same Issuer Are Bought and Sold," January 10, 2013
- "Ninth Circuit Applies Heightened Twombly/Iqbal Pleading Standard to Allegations of Tracing in a Section 11 Claim," January 8, 2013
- "Ninth Circuit Reiterates that District Courts Must Analyze Allegations of Scienter "Holistically" In Determining Whether a Plaintiff Has Adequately Pleaded Securities Fraud Claims," January 8, 2013
- "Delaware Has No Per Se Rule Against "Don't Ask, Don't Waive" Standstill Provisions, But Boards Must be Careful in Using Them,"January 4, 2013
- "Delaware Chancery Court Holds That a Stockholder Inadequately Represents a Corporation in Derivative Litigation When He or She Files a Caremark Claim Without First Making a Section 220 Books and Records Demand," November 14, 2012
- "Delaware Chancery Court Rejects Stockholder's Section 220 Books and Records Demand Based Upon Failure to Demonstrate "Credible Basis" for Inspection," November 14, 2012
- "Ninth Circuit Holds that Allegations a Defendant Should Have Used a Different Statistical Methodology During Drug Trials is not Sufficient to Allege Falsity Under Section 10(b) and Rule 10b-5," September 25, 2012
- "New York Appellate Court Adopts Delaware Supreme Court's Tooley Test For Determining Whether a Stockholder's Claim Is Direct or Derivative," August 22, 2012
- "Second Circuit Holds That SEC Need Not Prove "Proximate Cause" for Aiders and Abettors Under Section 20(e) of the Securities Exchange Act of 1934," August 15, 2012
- "First Circuit Upholds Dismissal of Securities Fraud Action Based Upon Immateriality of Allegedly Omitted Information," July 27, 2012
- "California Federal District Court Holds That Section 1312(a) of the California Corporations Code Provides the Exclusive Remedy For Minority Shareholders Seeking to Challenge a Proposed Merger," July 18, 2012
- "Eleventh Circuit Reverses In Part Securities Fraud Judgment Against Clearing Broker in an Action Brought by the SEC," June 18, 2012
- "Second Circuit Affirms Dismissal of Securities Class Action Against CBS Due to Plaintiffs' Failure to Plead Scienter and Reliance," May 25, 2012
- "SEC Staff Issues Report on the Cross-Border Scope of Private Rights of Action for Securities Fraud," May 9, 2012
- "Second Circuit Effectively Reverses Rejection of SEC's Settlement with Citigroup," March 30, 2012
- "Fifth Circuit Requires More than "Tangential Relationship" Between Alleged Fraud and Transactions in "Covered Securities" to Support Dismissal Under the Securities Litigation Uniform Standards Act of 1998," March 30, 2012
- "Delaware Chancery Court Clarifies When Corporate Officers and Directors are Entitled to Mandatory Indemnification Under DGCL § 145," March 19, 2012
- "Second Circuit Clarifies Meaning of "Domestic Transactions" As Used In Morrison v. National Australia Bank," March 12, 2012
- "First Circuit Holds That Section 806 of the Sarbanes-Oxley Act Extends Only to Employees of Public Companies, Not Employees of Private Companies Who Are Contractors or Subcontractors for Covered Public Companies," February 15, 2012
- "Foreign Corporation's Mere Awareness That Its Products May Ultimately End Up In a Forum State Is Not Sufficient Contact to Support Personal Jurisdiction," January 12, 2012
New York Commercial Division Round Up Blog Posts
Speaking Engagements
- Speaker & Panelist, Securities Litigation 2016: From Investigation to Trial, Practising Law Institute, New York, April 2016
- Speaker & Panelist, Handling a Securities Case 2015: From Investigation to Trial and Everything in Between, Practising Law Institute, New York, April 2015
- Speaker & Panelist, Director & Officer Liability and Insurance - Hot Topics and New Developments, USC Corporate Governance Summit, Los Angeles, November 2014
- Speaker & Panelist, When Good Deals Go Bad - How to Avoid Becoming an M&A Casualty, Association for Corporate Growth San Diego, December 2012
- Chair, Delaware Counsel Speaks: Navigating Delaware Corporate Law in Transactions, San Diego, September 2011
- Speaker, SEC Enforcement and Securities Class Action Trends Since the Great Recession of 2008, U.S. Law Firm Group Corporate & Securities Committee Section Meeting, San Francisco, May 2010
- Q&A With Sheppard Mullin's John P. Stigi III, Law360, July 16, 2009
- Speaker, Deconstructing Ryan v. Gifford, Cal CPA Fraud Section, Los Angeles, February 2008
- Speaker, Environmental Disclosures, Los Angeles County Bar Association, Los Angeles, February 2008
- Speaker & Panelist, Securities Litigation, CLE International Conference on Class Actions, San Francisco, January 2008
- Co-chair, CLE International Conference on Class Actions, Los Angeles, January 2007
- Podcast, Merrill Lynch v. Dabit, TheCorporateCounsel.net Blog, April 2006
- Speaker & Panelist, McMaster World Congress Conference on Corporate Governance, Hamilton, Ontario, January 2006
- Speaker, Washington Metropolitan Area Corporate Counsel Association, SEC Enforcement, Reston, VA, December 2005
- Speaker & Panelist, International Bar Association Annual Conference, Prague, September 2005
- Speaker & Panelist, InSight CLE, M&A Litigation, Vancouver, BC, April 2005
- Speaker & Panelist, Glasser LegalWorks, Electronic Discovery, San Francisco, April 2004
- Speaker, Venture Capital Task Force, Palo Alto, July 2002
Memberships
- AIG Securities Litigation Panel Counsel, 2012-present
- American Bar Association, 1989-present
- New York State Bar Association, Civil Practice Law and Rules Committee, 1996-1999
- Los Angeles World Affairs Council, 2006-2009
- University of Virginia School of Law National Litigation Panel, 1996-2000
- Columbia University Alumni Representative Committee, Regional Co-Chair, 2007-present