Thad A. Davis Partner Ropes & Gray Three Embarcadero Center San Francisco, CA 94111-4006 T +1 415 315 2329 +1 415 315 2350 secretary thad.davis@ropesgray.com

Representative Clients and Experience

Courtroom Experience

• Thad is 17-1 in a recent four-year period in bench and jury trials, arbitrations and evidentiary injunction proceedings.
• He has tried cases in nearly every major metropolitan area, including state and federal courts, across the country.
• Over two dozen trials and arbitrations to verdict in his career.
• Hired as late as mid-trial to replace trial counsel.
• Undefeated in nearly a dozen appellate arguments in state and federal courts.
• As defense counsel, has defeated mid-nine figure claim at trial.
• As plaintiff counsel, has secured two eight-figure verdicts, and one nine-figure verdict.

Securities Litigation/ Corporate Governance

• On eve of injunction hearing and after expedited discovery, including depositions of senior management, secured settlement valued at $95.5 million of notes at full par value plus accrued interest and legal fees for Tang Capital and class, in a lawsuit brought against Affymetrix.  Cash to satisfy the notes had been wrongly pledged as collateral by Affymetrix in order to borrow $190 million to finance its proposed $330 million purchase of eBioscience Holding Co. Inc., a fact withheld from the note holders; transaction also represented a fundamental change to Affymetrix under the relevant indenture.
• After three week jury trial in California state court, secured complete (and unanimous) defense jury verdict for leading Bay Area client, on contract, fiduciary duty, discrimination and punitive damages claims brought by former CEO of the client.
• Defeated class certification for client Merz Aesthetics in securities class action (Hamedi v. Basta et al).
• In the Countrywide Securities Litigation (New York Funds case), counsel for one of only two defendants dismissed at summary judgment phase before settlement of matter for high nine figures.
• As counsel to EMAK Worldwide and its Board, litigated to successful resolution post-trial one of the most noteworthy Delaware corporate governance matters of recent memory, Kurz v. Holbrook et al.
• Won complete victory at trial before the Delaware Chancellor as company counsel resisting production of books and records to a dissident director attempting to take control of client (Gunther v. 5i Sciences).
• Secured denial of injunctive relief, dismissal of most prominent merger-related litigations throughout California over the past several years, from Orange County to Santa Barbara to San Mateo to San Francisco, including for Green Mountain Coffee Roasters, Merz Aesthetics, and Bare Escentuals, Thomas H. Lee Partners and Bain Capital.
• Won complete defense verdict after 10-day arbitration, representing several leading venture capital firms in securities fraud dispute related to venture investment and alleged loss of $282 million.
• Helped secure settlement valued at $200 million for alleged co-founders of Facebook.
• Clients include leading social networking and related sites, including Zynga and Prosper.com, in various corporate governance and securities matters.
• As lead counsel to Terayon Communication Systems, a leading video technology company in accounting restatement, audit committee investigation, SEC investigation, and shareholder class and derivative actions, secured no action letter from staff and settled shareholder actions on eve of trial.
• As lead counsel for business partner-distributor of prominent computer chip maker under SEC and DOJ investigation, secured dismissal of all shareholder claims of alleged channel stuffing (in re Vitesse Semiconductor Securities Litigation).
• As lead counsel to an officer of a brokerage and financial services firm, settled on highly favorable terms in the first mutual fund late trading/market timing SEC enforcement action to approach trial (SEC v. JB Oxford et al).
• As lead counsel to one of the Big Four accounting firms, secured dismissal and affirmance on appeal of two securities class actions involving issuer, a global pharmaceutical company (In re ICN Pharmaceuticals Securities Litigation).
• Company counsel to AOL Time Warner in the investigation of “roundtrip” and barter accounting practices, and in securities litigation involving an online real estate listings company; matter dismissed twice at district court, and dismissal affirmed by Ninth Circuit and US Supreme Court (In re Homestore).
• As counsel to venture capital firms, dismissed bulk of claims and removed amended complaint to federal court in litigation involving a premier web-based consumer reviews platform; matter then confidentially resolved.
• As lead counsel representing one of the major units of a multinational American technology and services conglomerate in proposed merger litigation arising out of accounting restatement related to revenue recognition practices at largest software supplier to health care industry; all matters dismissed (In re HBOC McKesson Shareholder Litigation).
• Representing largest provider of home satellite television service in the United States. Secured complete dismissal of shareholder actions arising out of failed merger that would have created the nation’s largest pay-television service (In re Panamsat Shareholder Litigation).

Antitrust, Consumer, Data Privacy and Trade Secret Matters

• Secured terminating sanctions against a plaintiff for pursuing a frivolous claim of employment discrimination against Nanosyn, Inc. in the California Superior Court for Sonoma County.
• Secured summary judgment for clients Bain Capital and Catterton in dispute over alleged oral rollup agreement (T-Bird v. OSI et al).
• Took over before trial, five years into case, and secured summary judgment – after prior denial of summary adjudication -- in alleged monopolization case against major national health care system (Fox v. Good Samaritan et al).
• As first chair, secured complete injunction for leading service industry software maker against chief rival, alleging trademark infringement, unfair competition and cybersquatting claims (Finance Express v. Nowcom).
• Successfully dismissed price fixing class action against leading foreign electronics manufacturer (In re LCD Litigation).
• Currently representing high tech clients, such as Net Insight and Genmega, in trade secret, unfair competition and related disputes with their chief rivals.
• Secured no action letter from FTC in alleged monopolization case in the health care industry after year-long investigation.
• Secured dismissal of trade secret and 17200 action on behalf of founders of Canadian high-tech cleanup firm (Chemrisk v. Chappel et al).
• Secured complete dismissal of consumer class action involving alleged spam texting of over one billion messages (In re Jingle Networks).
• Part of defense team for Sony Online Entertainment, and regularly counsel clients related to data privacy practices.
• Secured nuisance settlement with New York Attorney General in first-ever “spyware” prosecution for founder of parent company of Myspace.com.
• First-chaired three-week arbitration for claimant asserting fraud and related claims arising out of a stock compensation agreement in a public specialty retail company; secured eight-figure award in case where respondent claimed client owed zero (Sullivan v. Lumber Liquidators et al).
• As lead counsel for Internet advertising company, negotiated complete dismissal of employee raiding and trade secret claims.
• Regularly represent startup enterprises and established companies in allegations related to employee raiding, departures, trade secrets and related disputes

Regulatory Representations

• Has personally performed on the ground investigations in each of the BRIC countries.
• In investigation of Barclays plc by DOJ and Manhattan District Attorney, related to payment processing and related OFAC issues, settled for $297 million, secured no penalty and no mention of client (senior company officer) in settlement.
• Successfully represented three separate issuers in multiple SEC insider trading investigations.
• Representing senior company officer in SEC municipal securities investigations.
• Counsel to Special Committee of the Board of a preeminent consumer electronics company, Board of Maxim Integrated Products, and founders of Marvell Semiconductor in alleged stock option backdating matters, including SEC and shareholder actions.
• Company counsel to a market leader of electronic payment solutions in six-month audit committee investigation, follow-on accounting restatement, and shareholder and SEC proceedings.
• Company counsel to creator of video processing solutions in year-long audit committee investigation, accounting restatement, and SEC and shareholder actions. SEC matter resolved with recommendation of no enforcement action from SEC Staff.
• Successfully represented individual officer in FCPA criminal matter.
• Lead counsel to the Chairman and CEO of an Internet marketing company, parent company of social networking website Myspace.com, in five-month audit committee investigation, the subsequent SEC and shareholder litigation. SEC matter resolved with recommendation of no enforcement action from SEC Staff.
• Counsel to the Chairman and founder of the leading provider of “spend management solutions” in internal investigation of accounting practices, and in the subsequent SEC and shareholder litigations; no SEC enforcement action taken.
• Conducted FCPA diligence and investigations touching on every major region of the globe, including on the ground investigative, remedial and compliance work in high technology, pharma, life science, and medical device industries.
• Regularly counsel clients on U.S. and foreign securities, anti-fraud, anti-corruption and money-laundering related regulatory regimes

Pro Bono Representation

• Secured settlement to keep Doyle Park Elementary School open following a lawsuit brought against the Santa Rosa School Board in response to the annoucement that the school, which has a high Latino enrollment, was to be closed at the end of the 2012 school year in part to make way for a newly created French American Charter School. School Board officials violated the state education code covering conversion of public schools into charter schools and the action was harmful to the school's Latino students. Both schools will share the campus in the fall of 2012.

• Daily Journal “Top Verdicts of 2011”
• Super Lawyers - Business Edition (2011)
• Northern California Super Lawyers (2009-2011)
• Southern California Super Lawyers (2009)
• Super Lawyers - Corporate Counsel Edition (2009) 
• Southern California Super Lawyers - Rising Star (2004-2008)

• Edward J. McFetridge American Inn of Court (inducted 2010)
• Board of Directors, San Francisco Shakespeare Festival
• Harvard Alumni Association; Reunion Gift Committee
• Vanderbilt Alumni Association, San Francisco Chapter

• Honorable Laurence H. Silberman, U.S. Court of Appeals for the District of Columbia Circuit

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