Shannon Eagan

On July 2, 2021, the California Court of Appeal for the First Appellate District unanimously affirmed the superior court’s denial of a shareholder-inspection demand brought under California law. In Ramirez v. Gilead Sciences, Inc., the court ruled that a shareholder who holds shares as a beneficial owner lacks standing to bring a claim under Section 1601 of the California Corporations Code and has no separate common-law right to inspect company documents. Cooley lawyers Shannon Eagan, Tijana Brien, Barrett Anderson and Christopher Vail led the winning effort on behalf of Gilead.

Cooley successfully defended Art.com and several directors and officers against a temporary restraining order and motion for preliminary injunction filed in Alameda County Superior Court aimed at blocking a sale of assets to Walmart.com. The derivative lawsuit alleges breaches of fiduciary duty by Art.com’s board under Delaware law. With the team’s help, Art.com and Walmart completed the transaction, which saved nearly 300 jobs.

Successfully defended Kent Roberts, the former general counsel of software company McAfee, in a trial involving alleged stock-option backdating violations. Mr. Roberts was found not guilty on two felony counts of mail fraud following a two-week criminal trial. The court declared a mistrial on the lone remaining count after the jury deadlocked during deliberations, and the government subsequently dismissed the final charge. Mr. Roberts is the first executive in the United States to be acquitted in any criminal prosecution related to stock-option backdating charges.

Successfully represented several life sciences companies in connection with licensing disputes and claims against contract research organizations.

Successfully represented private company's special committee in connection with internal investigation into fraud by CEO.