David Priebe

Highlights

• Won rare decision defeating class certification by rebutting price impact after partial dismissal of a securities class action filed against technology company.  In re Finisar Corp Sec. Litig., WL 2247750 (N.D. Cal. May 24, 2019), 2017 WL 6026244 (N.D. Cal. Dec. 5, 2017).
• On similar grounds, won interlocutory appeal vacating class certification in In re Allstate Corp. Sec. Litig., 966 F.3d 595 (7th Cir. 2020).  Elements of ruling later incorporated into Supreme Court’s Goldman Sachs (2021) decision revolutionizing class certification law.
• Represented former CFO of Countrywide Financial Corporation in multiple class action, institutional, and regulatory lawsuits involving common stock and mortgage-backed securities.  Won first impression motion to dismiss that individual signatories of shelf registration statements are not liable under Securities Act Section 11 for allegedly false statements in later prospectus supplements.  In re Countrywide Financial Corp. Mortgage-Backed Sec. Litig., 932 F. Supp. 2d 1095 (C.D. Cal. 2013).  Won State court motions to dismiss for lack of personal jurisdiction. New Mexico State Investment Council v. Countrywide Fin. Corp., No. D-0101-CV-2008-02289 (Santa Fe Cty. N.M., 1st Jud. Dist. Apr. 14, 2009); United Western Bank v. Countrywide Financial Corp., No. 2010CV3325 (Dist. Ct. Colo., City and Cty. of Denver 2d Jud. Dist. Nov. 9, 2010); summary judgment based on statute of repose for Exchange Act claims. Footbridge Ltd. Trust v. Countrywide Fin. Corp., 10 Civ. 367 (PKC) (S.D.N.Y. Mar. 16, 2011); and motion to dismiss large investor lawsuit, SRM Global Fund Ltd. Partnership v. Countrywide Fin. Corp., 2010 WL 2473595 (S.D.N.Y. June 17, 2010), affirmed, 2011 WL 5867052 (2d Cir. Nov. 23, 2011).
• Won securities class action dismissal by obtaining first decision applying a Rule 10b5-1(c) stock trading plan to negate scienter in a private securities case.  Wietschner v. Monterey Pasta Co., 294 F. Supp. 2d 1102 (N.D. Cal. 2003).
• Won multiple cases for regional bank allegedly involved in customer’s investment fraud through innovative substantive and jurisdictional arguments.  Bridges v. Geringer, 2015 WL 2438227 (N.D. Cal. May 21, 2015) (dismissing §12(a)(2) claim for lack of interstate commerce element); Bridges v. Santa Cruz County Bank, No. CV 181834 (Superior Ct. Santa Cruz Cty. Apr. 20, 2016), aff’d, (Cal. Ct. App. 6th Dist. Dec. 29, 2017) (applying Securities Litigation Uniform Standards Act to private fund that invested in public companies); Strudley v. Santa Cruz County Bank, 2017 WL 4355129 (N.D. Cal. Sept. 29, 2017), aff’d (9th Cir. Jan. 7, 2019) (striking amended complaint with federal law claims where original State law complaint lacked jurisdictional basis). 
• Won dismissals of derivative lawsuits involving gaming-based entertainment company based on plaintiff’s failure to plead contemporaneous ownership, where issue had not been raised when shareholder had sent ostensible demand on the corporation.  Sokolowski v. Adelson, 2014 WL 3748191 (D. Nev. July 30, 2014), 2015 WL 3821349 (D. Nev. June 19, 2015); Sokolowski v. Adelson, No. A-16-739547-B (Dist. Ct., Clark County Nevada Jan. 4, 2017).
• Defeated injunction to sale of technology defense contractor, then won motions to dismiss after the transaction closed, on novel argument that case was derivative in nature under California law.  Jarackas v. Applied Signal Technology, Inc., No. 1:11 CV 191643 (Superior Court of California, Santa Clara County).
• Won dismissal on forum non conveniens grounds in bet-the-company lawsuit for Australia-based alternative energy company.  Summa Resource Holdings LLC v. Carbon Energy Ltd., 2016 WL 2593868 (N.D. Cal. May 5, 2016).  This was the first time the judge had dismissed on this basis in over thirty-five years on the bench.
• Had significant role in issuers’ joint defense group in the defense of the over 300 “IPO laddering” securities cases in the Southern District of New York.  In re Initial Public Offering Sec. Litig., No. 21 MC 92 (SAS).
• At prior firm, was selected as principal legislative history researcher in support of advanced interpretation arguments in the seminal Ninth Circuit case, In re Silicon Graphics Securities Litigation.  Called attention to history strongly supporting ultimate basis for later Ninth Circuit affirmance of dismissal.

David has written numerous articles and comments on the securities laws, insider trading, derivative lawsuits, and document retention policies, including the following:

• Co-author with Rajiv Dharnidharka, "Securities and Exchange Board of India Adopts Broad Prohibitions On Insider Trading And Disclosure," (March 2015)
• Co-author with Rajiv Dharnidharka, "Sophisticated New Securities and Exchange Board of India Insider Trading And Disclosure Regulations Present Interesting Comparisons To US Securities Laws," (March 2015)
• Co-author with Shirli Weiss, "Reason Enough: The Potential Implications Of Omnicare, Inc. v. Laborers’ District Counsel Construction Industry Pension Fund," (January 2015) 
• Co-author with Edward Johnsen and Patrick Hunnius, "Second Circuit Clarifies Law of Insider Trading In Reversing Convictions Of Remote Tippees," (December 2014) 
• Co-author with Shirli Weiss, "Securities Litigation and the Departing High Level Officer," (June 2014)
• Co-author with Rachel Cowen and Jamie Konn, "Sarbanes-Oxley Act Covers Public Companies’ Contractors and Subsidiaries," (March 2014)
• Author, "Consent Decrees With The United States Securities And Exchange Commission," (June 2012)