Richard L. Gallagher

Rick has 20 years of experience litigating major disputes in state and federal courts in California and around the United States.  He has first-chair jury trial, bench trial and arbitration experience and has prevailed as lead partner in major lawsuits in state and federal courts.  He also leads internal investigations, regulatory matters, and other matters creating corporate governance risk.  Rick was was the co-Managing Partner of Ropes & Gray's California offices and was a partner in Orrick, Herrington & Sutcliffe's securities and regulatory enforcement practice.  Early in his career, Rick was a federal judicial clerk for the US District Court in the Southern District of California and first-chaired jury trials for the San Francisco DA's office.

Rick's practice spans the full spectrum of federal and state court litigation, trials, arbitration, SEC and DOJ investigations, regulatory examinations, internal investigations, matters impacting board governance, activist matters, M&A litigation, qui tam and whistleblower claims, and other internal compliance and employment issues. Outside of active litigation, Rick provides risk-related counseling to clients, as well as compliance reviews and training.

Rick represents domestic and international public companies, private equity funds, portfolio companies, mutual funds, investment advisers, hedge funds, VC funds, private investment funds, board members, officers and other individuals across several industries. He has particular expertise handling disputes, regulatory and compliance issues in the technology, private equity, asset management, life sciences, energy, financial services, and consumer goods sectors.

Rick's recent engagements include representation of companies, directors and officers involved in class action litigation, derivative actions, internal investigations, shareholder demands, short seller attacks, alleged trade secrets theft, products liability claims, and regulatory investigations and enforcement actions brought under the federal and state securities laws. He also has significant experience advising boards of directors and special committee members in M&A litigation brought under the laws of Delaware, California and other states throughout the country. He has successfully defeated multiple cases seeking to enjoin proposed mergers, acquisitions and other business combinations involving both public and private companies.  He has been the lead partner on multiple class actions dismissed by federal courts.

Rick has first-chair trial and large-scale arbitration experience in both civil and criminal matters.   He has been named for multiple years in the The Best Lawyers in America and in the Legal 500 for Litigation.

Rick lives in the Bay Area with his wife, three kids and two very poorly trained dogs. 

EXPERIENCE:

  • Represented life sciences company in SEC investigation relating to allegations of improper accounting.  SEC terminated investigation with no action.
  • Won dismissal of federal securities class action against the largest independent broker-dealer firm in the United States.
  • Represented mutual fund investment adviser in SEC investigation relating to whistleblower claims of malfeasance.  SEC terminated investigation with no action.
  • Won dismissal of federal securities class action against publicly traded provider of HR, payroll and co-employment services.
  • Represented private equity funds in connection with multiple post-closing indemnification and purchase price arbitrations.
  • Represented publicly traded technology company in connection with multiple SEC insider trading investigations.
  • Representing pharmaceutical company as national coordinating counsel in one of the largest litigation matters in the history of the United States, pending in federal court and all 50 state courts.
  • Assisted multiple asset management firms with successfully concluded SEC examinations.
  • Represented private equity firm in internal investigation regarding alleged misconduct by senior officer.
  • Won dismissal of shareholder derivative lawsuit against investment firm sued in shareholder challenges to M&A transaction.
  • Represented private equity funds and sponsor in connection with dozens of disputes related to portfolio company matters.
  • Represented mutual fund investment adviser in SEC enforcement action and private investor litigation (successfully dismissed) challenging allegedly improper trading practices.
  • Represented large lending company in board investigation concerning alleged misconduct by senior officer.
  • Designed new compliance program for publicly traded life sciences company.
  • Lead multiple internal investigations involving internal compliance and governance issues within large publicly traded technology company.
  • Represented health care provider in long-running federal qui tam litigation settled for nominal amount.
  • Represented national media company in ERISA litigation challenging alleged flaws in life insurance benefits.
  • Represented life sciences company in royalty litigation resulting in royalty reduction worth hundreds of millions of dollars.
  • Represented health care provider in merger litigation following failed M&A transaction.
  • Provided internal compliance training on insider trading to multiple hedge funds.
  • Represent investment fund in connection with multiple regulatory and private subpoenas.
  • Advised multiple publicly traded companies in responding to short-seller attacks and attempted stock price manipulation.
  • Won dismissal of multiple investor class actions against one of the world's largest technology companies.
  • Won dismissal or successfully resolved multiple CA trade secret cases.
  • Won dismissal of multiple shareholder challenges to one of the largest ever technology company mergers.
  • Won dismissal of a fiduciary duty case challenging a spin-off transaction involving board of directors of Fortune 100 company.
  • Won dismissal of multiple class actions targeting a leading mutual fund company, its board members and executives.
  • Won dismissal of securities class action seeking hundreds of millions of dollars from a leading software firm, its board members and executives.
  • Represented private real estate fund in class action shareholder litigation pending in federal bankruptcy court.
  • Prevailed in arbitration on behalf of large publicly traded technology company against real estate developer in dispute over project management of new corporate headquarters.

WRITING & SPEAKING:

  • Co-author, “Steps For Companies Reacting To Anonymous Short-Seller Claims,” Law360 (March 6, 2020)
  • 2019 SIFMA Presenter on developments in the securities, compliance, and enforcement areas for broker-dealers, investment banks and asset manager
  • Co-author, “Keeping Current: Colman v. Theranos, Inc.: Expanding the Reach of California Securities Law Claims to Indirect Purchasers in Private Companies,” Business Law Today (May 2017)
  • Co-author, “High Court Seems Disinclined To Disturb Dirks In Salman,” Law360 (October 6, 2016)
  • Speaker, “Critical Issues in Trade Secrets & Economic Espionage,” West Coast Legal Briefing Teleconference (March 31, 2016)
  • Speaker, “Runaway Management Teams: Practical Responses to Corporate Dysfunction,” West Coast Legal Briefing Teleconference (May 28, 2015)
  • Presenter, “Hot Topics in Insider Trading and SEC Enforcement,” West Coast Legal Briefing Teleconference (March 10, 2015)
  • Moderator, “Perspectives on SEC and Criminal Enforcement in Silicon Valley: 2015 and Beyond,” Silicon Valley Directors' Exchange Panel (February 2015)
  • Speaker, “Global e-Discovery Conference,” Global Outsourcing Association of Lawyers, (November 2014)
  • Speaker, "From the Trenches: Corporate Governance Update for Directors, Officers, GCs, and Investors," West Coast Lunchtime Legal Briefing Teleconference (April 29, 2014)
  • Panelist, "Understanding SEC Guidance on Social Media Disclosures," Knowledge Congress Webinar (March 14, 2014)
  • Panelist, "Corporate Governance Practice, Delaware Law, and the Future of Innovation: A Discussion for Students with Vice Chancellor J. Travis Laster, Delaware Court of Chancery," Stanford Law School -  Rock Center for Corporate Governance Panel Discussion (March 11, 2014)
  • Panelist and co-host, “The Perfect Storm Spawns a New Era of Whistleblower Activity,” Orrick, Deloitte, LLP, and National Association of Corporate Directors panel (2013)
  • “The Litigation Explosion in Executive Compensation,” CompensationStandards.com webcast (2013)
  • “Executive Compensation Litigation: The Newest Cases, Lessons Learned and a Look Ahead,” 21 Corporate Governance Advisor 1 (January 2013)
  • Co-author, “How to Avoid Being Named in a Proxy Disclosure or Say-On-Pay Lawsuit,” The Corporate Executive, Vol XXVI, No. 4 (September 2012)
  • Co-author, Securities Litigation Risks For Public Companies Arising From The Dodd-Frank Wall Street Reform and Consumer Protection Act, Securities Litigation & Regulatory Enforcement Alert (July 2010)
  • “Bracing for a Boom in Whistleblowing,” Securities Technology Monitor (July 15, 2010)
  • “Municipalities' Immunity From Securities Fraud Claims May Be Slipping Away,” Daily Journal (September 24, 2009)
  • “The Retek Decision: A Case Study on Loss Causation at Summary Judgment,” Global Securities Litigation and Enforcement Report (April 2009)
  • “Note on Mortgage Lender Securities Litigation,” Securities Reform Act Litigation Reporter (January 2007)
  • “Kircher's Impact on Removal and Remand of State Securities Class Actions,” 21 Securities Reform Act Litigation Reporter 462 (2006)
  • Co-author, “Loss Causation In Securities Class Actions After Dura,” 38 Review of Securities and Commodities Regulation 241 (2005)
  • Co-author and Editor, “Defending Securities Class Actions,” ALI/ABA Securities Litigation Publ. (2004, 2001)
  • “Downward Departures and Lenient Sentencing,” 5 U.C. Davis J. of Juv. Law and Policy 111 (2000)
  • “Liability of Counties for Inadequate Care in California Jails,” 33 U.C. Davis Law Review 677 (2000)

EDUCATION

  • JD, University of California, Davis School of Law, 2000; Order of the Coif; Managing Editor, U.C. Davis Law Review (1999-2000)
  • BA, University of California, Santa Barbara, 1995

 COURT ADMISSIONS

  • State of California
  • Ninth Circuit and all US district courts in California 

 CONTACT

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