John C. Dwyer

Cooley advised Uber on the negotiating and closing of its multi-billion dollar investment from a consortium of investors led by SoftBank, including a tender offer for secondary shares and a primary investment at Uber's prior valuation.

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.

Obtained complete victories in both securities class action and merger litigation cases on behalf of Annie's. In the securities class action, the court dismissed the complaint with such a strong order that plaintiffs decided to voluntarily dismiss with prejudice instead of amending. In the merger litigation, we persuaded the plaintiffs to voluntarily dismiss their suits.

Following on the heels of our victory for Annie's in relation to five separate shareholder suits seeking to enjoin the company's proposed acquisition by General Mills, Cooley obtained another victory of the organic and natural food company in a securities class action related to a disclosure of a material weakness in the company's financial controls, revisions to its financial statements, and the resignation of its auditor. Accounting cases, especially ones involving auditor resignations, are very challenging to get dismissed. Further, here, to understand the financial revisions, the court needed to understand the complicated process through which Annie's estimated its trade promotion costs, which was the focus of the financial revisions. As part of its motion to dismiss, Cooley provided a detailed and understandable explanation of the company's process for estimating its trade promotion costs and how Annie's determined it needed to revise its process.

The US District Court for the Northern District of California granted our motion to dismiss with leave to amend. Faced with refiling against a strong Cooley team who had already prevailed upon the plaintiffs in related derivative suits to voluntarily dismiss their actions before we had even filed a substantive motion, the plaintiffs subsequently dismissed their complaint with prejudice.

Cooley successfully opposed a plaintiff’s demand to inspect a broad set of corporate records related to Gilead’s novel HIV/AIDS treatments and therapies. The trial court agreed with our argument that plaintiff had no standing to make the demand because inspection rights were limited to shareholders of record. On plaintiff’s appeal, the appellate court unanimously affirmed the trial court’s ruling.