Craig TenBroeck

Cooley advised Keros Therapeutics, a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a range of patients with disorders linked to dysfunctional signaling of the transforming growth factor-beta family of proteins, on its $375 million capital return program, which represents the culmination of Keros’ strategic review process, including its share purchase agreements to repurchase all shares of its common stock beneficially owned by ADAR1 Capital Management and Pontifax Venture Capital and planned tender offer for up to $194 million in value of shares of its common stock.

Cooley successfully defended Activision Blizzard and certain officers in a securities class action filed in the Central District of California alleging the company made false and misleading statements regarding the termination of its partnership with Bungie LLC and its future involvement with the Destiny video game franchise. The court ultimately granted our motion to dismiss and the plaintiff did not appeal the trial court’s ruling.

Cooley obtained a victory for Qualcomm and its executives in a securities class action filed in the Southern District of California. The plaintiffs, relying heavily on “confidential witnesses,” alleged the company misled investors by failing to disclose overheating problems with a high-end chipset and the impending loss of a large customer. Piercing through these allegations, the court granted our motion to dismiss with leave to amend after oral argument. Plaintiffs filed a second amended complaint and we filed and argued another motion to dismiss. The court ultimately granted our second motion to dismiss with prejudice, and the ruling was affirmed on appeal.

Cooley advised Stratasys, a leading 3D printing solutions company, on its successful resolution of an Eighth Circuit appeal. In the decision, a three-judge panel affirmed the dismissal of a securities class action complaint asserting claims under the Securities and Exchange Act of 1934.

The lawsuit centered on Stratasys subsidiary MakerBot, a 3D printer manufacturer focused on consumer desktop 3D printing, and MakerBot’s release of its “fifth generation” or “5G” desktop 3D printers in 2014. Plaintiffs claimed that Stratasys’s public statements about the 5G printers were false or misleading.

The lawsuit was originally dismissed by Judge Patrick J. Schiltz of the US District Court for the District of Minnesota. The Eighth Circuit agreed with the lower court that the plaintiffs fell short of adequately pleading their claim.

Stratasys, which trades on the NASDAQ Global Select Market as “SSYS,” provides applied additive technology solutions for industries including aerospace, automotive, healthcare, consumer products and education. MakerBot was founded in 2009 and was one of the first companies to make 3D printing accessible and affordable.

Cooley obtained a complete victory for client Patheon, a defendant in a three-year $380 million antitrust case brought by Procaps in the United States District Court in Miami.

Patheon is a leading global provider of outsourced pharmaceutical development and manufacturing services. Procaps is a Colombia-based corporation that develops, manufactures and commercializes pharmaceutical products, veterinary, nutritional supplements and cosmetics.

In January 2012, Patheon and Procaps signed a seven-year collaboration agreement to provide softgel development and manufacturing services to customers worldwide. In December 2012, Patheon announced its intention to acquire Banner Pharmacaps, a leading softgel manufacturer. Procaps sued Patheon, seeking to enjoin the acquisition on the grounds that it would convert the collaboration agreement into an illegal market division and was, therefore, a "per se" violation of US antitrust laws.

After Cooley stopped Procaps' effort to block the acquisition, the company proceeded with the litigation, demanding more than $380 million in damages and equitable relief, including divestiture of Banner Pharmacaps and the return of confidential information.

During discovery, Patheon uncovered that Procaps failed to issue a litigation hold and otherwise failed to preserve potentially relevant evidence or satisfy its eDiscovery obligations. Thus, on Patheon's motion, the court ordered a full forensic analysis of Procaps' computer systems. Over the following year and half, Procaps supplemented its original production with 150,000 documents.

In 2014, Cooley won summary judgment on all claims for Patheon, after which the court allowed Procaps to amend its complaint to add a new antitrust claim under the "rule of reason" standard. The case effectively started over.

Following a second round of discovery, Patheon filed a second summary judgment. On October 29, 2015, two weeks before trial was to begin, the court granted Patheon summary judgment in full, dismissing the case.