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Jay L. Pomerantz

Partner, Securities Litigation  

Mountain View | New York 650.335.7697

Overview

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Jay Pomerantz focuses his practice on representing technology companies and their directors and officers in securities class actions; derivative litigation; internal investigations; audit and board committee representations; SEC and regulatory matters; and corporate governance issues.

Jay has extensive experience litigating complex matters before federal and state courts, and representing companies, board committees and directors and officers in internal investigations and regulatory matters. He has represented audit and board committees of numerous companies with substantial China operations, as well as the officers and employees of these companies, in internal and regulatory investigations related to the Foreign Corrupt Practices Act (FCPA), revenue recognition and related accounting issues. Jay has also represented numerous biotech companies and their directors and officers in connection with securities class actions, derivative suits, and SEC regulatory proceedings. In 2013, Fenwick’s Securities Litigation team was named “Securities Litigation Department of the Year” by The Recorder over 20 other California firms.

Recent matters include internal investigations related to stock option pricing issues; defending companies and their directors and officers in securities class actions and derivative suits; conducting internal investigations for audit, compensation and other board committees related to accounting, FCPA, corporate governance and Sarbanes-Oxley issues; representing companies and individuals in SEC regulatory matters and defending against insider trading claims; and advising on corporate governance and D&O liability insurance issues. He has represented clients in numerous technology sectors, including biotech, semiconductor, software, digital media, Internet and Internet security, biometrics and telecommunications.

Representative Experience

Securities Class Actions and Shareholder Derivative Litigation

  • Equinix, Inc. and its directors and officers in stock option derivative action filed in California state court; in June 2008, the court granted Equinix's motion to dismiss the complaint without leave to amend
  • Numerous directors and officers in securities litigations and derivative suits arising from stock option pricing issues
  • Bay Area biopharmaceutical company and its directors and officers in securities class action and derivative action
  • Biotechnology Industry Organization (BIO) as amicus curiae in appeal to California Appellate court of In re Gilead Sciences, Inc. Derivative Litigation
  • Tech issuer in securities fraud action in federal court in Colorado; plaintiff voluntarily dismissed action while motion to dismiss was pending
  • Bay Area biotech company in securities class action in which plaintiff voluntarily dismissed the litigation at the outset
  • Former senior FDA officials and advisors as witnesses in securities class action related to FDA approval process
  • Directors, officers and employees of Calpine Corporation in federal securities class action, derivative suits, ERISA class action and state court Section 11 securities class action related to California energy crisis
  • Directors of Chalone Wine Group in class action litigation alleging breaches of fiduciary duty in connection with the sale of Chalone to Diageo
  • Former CFO of a semiconductor software company in securities class action, derivative suit, other related litigation and SEC investigation arising from financial restatement
  • Several tech and biotech companies in the IPO laddering securities class actions in federal court in New York and IPO laddering Section 16(b) actions in federal court in Seattle
  • NorthPoint Communications Group and several former NorthPoint officers and directors in securities class action arising from the company's revision of its quarterly results
  • drkoop.com and its directors and officers in securities class action, derivative suit and related actions arising from the company's receipt of a "going-concern" opinion
  • CEO of a software company in numerous actions arising from financial restatement

Audit Committee and Other Board Committee or Investigative Representations

  • Special board committee of late-stage private company in investigation related to FCPA and stock option issues
  • Officers and employees of company with substantial China operations in FCPA and revenue recognition investigations
  • Numerous public companies in connection with accounting restatements and related issues
  • Board committees and directors and officers—internal investigations of stock option pricing issues
  • Audit Committee of public software company—internal investigation of Sarbanes-Oxley issues
  • Audit Committee of private internet security software company—internal investigation of allegations by former senior executive
  • Audit Committee of public semiconductor company—internal investigation of revenue-timing issues resulting in financial restatement
  • Audit Committee of public semiconductor company—internal investigations of financial restatement and executive compensation/internal controls
  • Audit Committee of public software company—internal investigation of revenue recognition issues resulting in financial restatement
  • Compensation Committee of private tech company—advice on corporate governance issues

Regulatory

  • Companies and directors and officers in connection with SEC investigations related to financial restatements, revenue recognition and other accounting items, as well as internal control and corporate governance issues
  • Individuals in connection with DOJ investigation related to FCPA issues
  • Numerous individuals in SEC insider trading investigations related to trading in tech stocks
  • Senior officer of a public biotech company in an SEC insider trading investigation related to company's disclosure of clinical trial results
  • Bay Area biopharmaceutical company in connection with short-selling activities by a brokerage house specializing in selling research on biotech companies
  • CFO of internet retailer in connection with internal and SEC investigation of accounting practices
  • Bay Area biopharmaceutical company in SEC proceeding regarding IPO laddering issues
  • Representation involving SEC, DOJ and internal investigations related to Krispy Kreme Donuts
  • Several audit committees of semiconductor and software companies in connection with SEC investigations of financial restatements, whistleblower allegations and alleged insider trading
  • International investment bank and several of its officers and employees in connection with SEC and DOJ investigations of the NASDAQ stock market and related class action litigation