John P. Stigi III

John Stigi is a partner in the Business Trial Practice Group, leader of the firm's Securities Enforcement and Litigation Team, and Office Managing Partner of the firm's Century City office.

Areas of Practice

John's practice focuses on securities class action and shareholder derivative action defense, SEC investigation defense, internal corporate investigations, and M&A and corporate governance litigation. He represents issuers, officers, directors and auditors in securities and corporate litigation, from the early stages before a complaint is filed through pleading motions, discovery, mediation, trial and appeal. John also advises companies and boards of directors on disclosure and corporate governance issues, as well as directors and officers insurance matters.

John’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, Utah and Washington. John is a member of the AIG Securities Litigation Panel (class action approved).

John previously practiced in Silicon Valley and New York City where he represented issuers, accountants, banks, brokerage firms, and hedge fund managers in securities, complex commercial, bankruptcy, employment, and real estate litigation. John clerked at the District of Columbia Court of Appeals and was an executive editor of the Virginia Journal of International Law.

Notable Decisions

Notable securities decisions include:

• Amgen Inc. v. Connecticut Ret. Plan & Trust Funds, 568 U.S. 455 (2013)
• Local 731 I.B. of T. Excavators & Pavers Pension Trust Fund v. Diodes, Inc., 810 F.3d 951 (5th Cir. 2016)
• In re American Apparel, Inc., 2014 Deriv. S’holder Litig., 696 Fed. Appx. 848 (9th Cir. 2017)
• In re BofI Holding, Inc. S’holder Litig., 382 F. Supp. 3d 992 (S.D. Cal. 2019)
• Mandalevy v. BofI Holding, Inc., 2018 WL 6436723 (S.D. Cal. Dec. 7, 2018)
• In re BofI Holding, Inc. Sec. Litig., 302 F. Supp. 3d 1128 (S.D. Cal. 2018)
• Miller v. PCM, Inc., 2018 WL 5099722 (C.D. Cal. Jan. 3, 2018)
• Zhang v. LifeVantage Corp., 2017 WL 2599883 (D. Utah June 15, 2017)
• Parametric Sound Corp. v. Eighth Judicial Dist. Ct., 133 Nev. 417, 401 P.3d 1100 (2017)
• Zhao v. International Rectifier Corp., 2011 WL 2447710 (Cal. App. 2d Dist. June 20, 2011).

Experience

Representative Cases

Securities & Shareholder Derivative Actions

• Advanced Cell Technologies
• Alternegy
• America West
• American Apparel
• Amgen
• Arthur Andersen
• Axesstel
• Axos Financial (f/k/a BofI Holding)/ HMEPS
• Axos Financial/Grigsby
• Axos Financial/Calcaterra
• Boeing
• Bolar/Circa Pharmaceuticals
• Chordiant Software
• Deer Consumer Products
• Deloitte
• Digital Cornerstone
• Diodes
• Ernst & Young
• Fairchild Corporation
• FAT Brands
• First Virtual Communications
• GEM Services, Inc. 
• Hewlett Packard
• i2 Technologies
• International Rectifier
• Irvine Sensors
• Jennifer Convertibles
• LBI Media Holdings
• Leap Wireless
• Legend 3D
• LifeVantage
• Marvell Technologies
• McAfee
• National Technical Systems 
• NCI Building Systems
• NorthPoint Communications
• Patriot National
• PCM
• Quovadx
• Redback Networks
• Sahlen & Associates
• salesforce.com
• Tullett Prebon
• VISX
• Zales

M&A/Going Private and Appraisal Actions

• Corio
• CrossWorlds Software
• Dialogic
• E.piphany
• Electro Rent
• Hewlett Packard/Compaq
• Hewlett Packard/Walter Hewlett
• HomeFed
• Imperial Capital 
• Informa
• Infoweapons
• International Rectifier
• Kreisler/United Flexible
• Lions Gate Entertainment
• Majesco
• Med BioGene
• National Technical Systems
• Parametric Sound
• PCM
• Physicians Formula
• Plumtree Software
• Rational Software
• Raytel Medical
• Rizvi Traverse/Playboy
• Sport Chalet
• Taylor Made/Adams
• Taylor Made/Ashworth

Honors

Best Lawyer in America, Litigation - Securities, Best Lawyers, 2021, 2022

Articles

• "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

• "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

Corporate & Securities Law Blog Posts

• "California Court of Appeal Holds that SEC Filings May Be Protected Activities Under Anti-SLAPP Statute," January 14, 2022
• "Delaware Supreme Court Shines Spotlight on Boilerplate Purchase Agreement Provisions," December 29, 2021
• "Delaware Supreme Court Adopts New Three-Prong Test for Demand Futility," October 11, 2021
• "Delaware Supreme Court Holds that Equity Dilution and Expropriation Claims May Only Be Brought Derivatively, Overruling Prior Precedent," October 1, 2021
• "Delaware Supreme Court Affirms the Use of Stockholders Agreements to Waive Appraisal Rights," September 28, 2021
• "Delaware Supreme Court Holds That Surviving “Entire Fairness” Review is Not Conclusive of a Breach of Fiduciary Duty Claim Where Directors Acted Inequitably," July 9, 2021
• "Delaware Court of Chancery Decision Provides Guidance on M&A Earnouts," June 16, 2021
• "Delaware Court of Chancery Clarifies that Management Cannot Unilaterally Curtail a Director’s Access to Corporation’s Privileged Information," September 9, 2020

• "Delaware Supreme Court Allows Caremark Claim to Proceed Against Directors of Ice Cream Manufacturer Following Listeria Outbreak," July 29, 2019 
• "Delaware Chancery Court Provides Useful Guidance for Protecting Pre-Merger Privileges in Post-Closing Litigation Between Buyers and Sellers," June 5, 2019 
• "United States Supreme Court Holds That Knowing Dissemination of False Statements Made by Others Can Constitute Primary 'Scheme Liability' In Violation of Rule 10b-5(a) and (c)," April 1, 2019 
• "Second Circuit Holds That Issuer’s Alleged Statements Concerning Its Regulatory Compliance Efforts Do Not Constitute Material Misstatements," March 12, 2019 
• "Ninth Circuit Holds That Statutes Do Not Constitute “Rules or Regulations of the SEC” for Purposes of Sarbanes-Oxley Act Whistleblower Claims," March 4, 2019 
• "Delaware Court of Chancery Declares Ineffective Exclusive Federal Forum Provision for 1933 Act Claims," January 14, 2019 
• "Getting to Business Judgment in an Interested Transaction: Controlling Stockholder Must Put Procedural Protections in Place Prior to the Commencement of Economic Negotiations," October 17, 2018 
• "Delaware Chancery Court Strictly Construes Appraisal Statute to Deny Stockholders Appraisal Rights in a Reverse Triangular Merger," July 20, 2018 
• "California Court of Appeal Enforces Delaware Forum Selection Clause Contained in Certificate of Incorporation," June 5, 2018 
• "United States Supreme Court Holds that Foreign Corporations May Not Be Held Liable Under the Alien Tort Statute," May 1, 2018 
• "Ninth Circuit Splits From Other Circuits, Holding That a Negligence Standard Applies to a Claim Challenging Tender Offer Disclosures Under Section 14(e)," April 26, 2018 
• "Second Circuit Limits Reach of SLUSA Preclusion in State Law Variable Annuity Class Action," April 16, 2018 
• "Delaware Supreme Court Imposes New Limits on Stockholder Ratification Defense In Connection With Equity Incentive Plans," January 3, 2018 
• "Second Circuit Affirms Class Certification Holding that Direct Evidence of Price Impact is Not Always Necessary to Demonstrate Market Efficiency," November 20, 2017 
• "Second Circuit Affirms Class Certification Holding that Direct Evidence of Price Impact is Not Always Necessary to Demonstrate Market Efficiency," November 20, 2017 
• "Nevada Supreme Court Adopts Delaware’s Tooley Test to Determine Whether Shareholder Claims are Direct or Derivative," September 21, 2017 
• "Under Delaware Law, the Occurrence of Alleged Illegal Conduct at a Company Is Not Enough to Plead Demand Futility Sufficient to Give Stockholders Standing to Sue Derivatively," July 14, 2017 
• "Second Circuit Rejects First Circuit’s “Extreme Departure” Test for Assessing Materiality of an Alleged Omission of Interim Financial Information From Registration Statement," July 11, 2017 
• "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

Media Mentions

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

Association of Business Trial Lawyers, 2016-present

Digital Media