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Pillsbury Pillsbury Pillsbury
Pillsbury
San Francisco
Four Embarcadero Center
22nd Floor
San Francisco, CA 94111-5998
Tel. +1.415.983.1314
Fax. +1.415.983.1200

Silicon Valley
2550 Hanover Street
Palo Alto, CA 94304-1115
Tel. +1.650.233.4500
Fax. +1.650.233.4545
Admissions
State of California
District of Columbia
Education
J.D., University of Virginia School of Law, 1990
A.B., Princeton University, 1987

Professionals

Sarah A. Good

Sarah A. Good
Partner

Sarah Good is a co-leader of the firm's Securities Litigation & Enforcement Team who focuses her practice on securities and consumer class action litigation and complex general commercial disputes. Ms. Good has represented defendants in over 75 securities class actions, derivative litigation, and investigations and proceedings commenced by governmental and regulatory agencies including the Department of Justice, Department of Labor, Federal Deposit Insurance Corporation and the Securities and Exchange Commission.

Recognized as among California’s “Top 100 Women Lawyers” by the Daily Journal, Ms. Good counsels companies on disclosure issues under the securities laws and compliance with the Sarbanes-Oxley Act of 2002. Ms. Good advises Audit Committees and Boards of Directors in the investigation of allegations of misconduct, whether in connection with pending governmental/regulatory proceedings, litigation or prior to the commencement of any adversarial proceedings. Many of these investigations have involved activities in China, Japan, South Korea, Taiwan and the United Kingdom.

Over the past 20 years, Ms. Good has counseled over 250 private, pre-IPO and public companies on risk management and insurance issues. She also counsels individual officers and directors on D&O liability insurance.

In addition, Ms. Good has represented defendants in more than 20 consumer fraud class actions, private attorney general actions under California’s Business & Professions Code §§ 17200 et seq. and investigations initiated by the Attorney General’s Office and various regulatory agencies. Companies represented in such matters primarily are from the financial services sector, but also include technology companies.

Ms. Good is experienced in pre-dispute counseling and serves as an early neutral evaluator for the U.S. District Court for the Northern District of California and is a panelist in the Early Settlement Program of the San Francisco Superior Court and The Bar Association of San Francisco. She has negotiated over 150 settlements.

Prior to joining Pillsbury, Ms. Good was a partner at Arnold & Porter and Chair of the Litigation Department at Howard Rice Nemerovski Canady Falk & Rabkin (2009-2011), before those two firms merged. Before joining Howard Rice as a director in 2001, Ms. Good was a partner at Wilson Sonsini Goodrich & Rosati.

In the community, Ms. Good has served on the Board of Directors of the AIDS Legal Referral Panel. Additionally, she has provided pro bono representation to the prisoners of Pelican Bay State Prison in a class action challenging the constitutionality of a broad range of conditions and practices. At the conclusion of the trial, Judge Henderson granted sweeping relief in favor of plaintiffs in a landmark ruling, Madrid v. Gomez, 889 F.Supp. 1146 (N.D. Cal. 1996).
Representative Matters
Derivative Litigation
  • In re Apple Computer, Inc. Derivative Litigation: Represented Apple's former General Counsel in derivative shareholder suits concerning stock option practices in the U.S. District Court for the Northern District of California and Santa Clara Superior Court.
  • In re Digital River, Inc. Derivative Litigation: Represented Digital River and certain of its officers and directors in a derivative shareholder suit concerning stock options practices in the U.S. District Court for the District of Minnesota. After a motion to dismiss was filed, plaintiffs dismissed the action for no consideration.
  • In re Trident Microsystems, Inc. Derivative Litigation: Represented the former President of Trident in derivative shareholder suits concerning stock option practices in the U.S. District Court for the Northern District of California and Santa Clara Superior Court.
  • In re McAfee, Inc. Derivative Litigation: Represented the former Senior Vice President of Human Resources of McAfee in a derivative shareholder suit concerning stock option practices in the U.S. District Court for the Northern District of California. The case was settled on favorable terms.
  • In re Tripath Technology Inc. Derivative Litigation: Represented Tripath in a derivative shareholder lawsuit in Santa Clara Superior Court arising out of financial restatements. The case was settled for the payment of $6,000 and certain corporate governance changes.
  • Seers v. Good Guys, Inc. et al: Represented The Good Guys in a derivative shareholder suit regarding The Good Guys' agreement to be acquired by CompUSA in Alameda Superior Court. The case was settled on favorable terms.
  • In re Peregrine Systems, Inc. Securities Litigation: Represented a former outside director of Peregrine in derivative shareholder lawsuits in San Diego Superior Court. The plaintiffs dismissed the actions against only Ms. Good's client for no payment.

Securities Class Action
  • In re Ramp Corporation Securities Litigation: Represented the former CEO of Ramp in a securities fraud class action in the U.S. District Court for the Southern District of New York. The Court granted the motion to dismiss the Section 10(b) and Rule 10b-5 claims alleged against Ms. Good's client with prejudice. After this decision, the case settled on favorable terms.
  • In re Tripath Technology Inc. Securities Litigation: Represented Tripath in a securities fraud class action in the U.S. District Court for the Northern District of California. The Court finally approved a class action settlement on favorable terms.
  • In re Symmetricom Securities Litigation: Represented Symmetricom and individual defendants in a shareholder securities lawsuit in the U.S. District Court for the Northern District of California. Judge Whyte granted summary judgment in favor of all defendants on all causes of action. Affirmed by the Ninth Circuit Court of Appeals.
  • In re Van Wagoner Funds Securities Litigation: Represented UMB Fund Services in shareholder securities lawsuits in connection with management of mutual funds in the U.S. District Court for the Northern District of California. The Court granted UMB's motion to dismiss the amended complaint with leave to amend. Plaintiffs did not attempt to replead their allegations against UMB.
  • In re FileNet Corp. Securities Litigation I: Represented FileNet and individual defendants in shareholder securities lawsuits in Orange County Superior Court and the U.S. District court for the Central District of California. The plaintiffs dismissed the cases with no payment from the defendants.
  • In re FileNet Corp. Securities Litigation II: Represented FileNet and individual defendants in a shareholder securities lawsuit in the U.S. District Court for the Central District of California. The plaintiffs dismissed the action with no payment from the defendants.
  • In re First Security Securities Litigation: Represented First Security, a financial institution acquired by Wells Fargo, and individual defendants in a shareholder securities lawsuit in the U.S. District Court for the District of Utah. The Court granted the motion to dismiss the second amended complaint with prejudice and entered judgment in favor of all defendants on all causes of action.
  • In re Transkaryotic Therapies, Inc.: Represented an underwriter, Pacific Growth Equities, LLC, in a shareholder securities lawsuit in the U.S. District Court for the District of Massachusetts. The Court granted Pacific Growth's motion to dismiss the amended complaint with prejudice.
  • In re The Boeing Company Securities Litigation: Represented The Boeing Company and individual defendants in shareholder lawsuits in the Superior Court of the State of Washington for King County and the U.S. District Court for the Western District of Washington. The cases were settled on favorable terms.

Securities Regulatory Investigations and Enforcement Proceedings
  • Represented the CEO of a public company in an informal SEC investigation into its restatement of financial results. The SEC did not file charges against Ms. Good's client.
  • Represented Tripath Technology Inc. in a formal SEC investigation arising out of Tripath's restatements of certain financial results. The SEC terminated the formal investigation and did not file charges against Tripath or any of its employees.
  • Represented former finance employees of a public company in a formal SEC investigation into allegations of accounting fraud that resulted in restatements of financial results. The SEC did not file charges against Ms. Good's clients.
  • Represented the former Vice President of Finance of a public company in connection with an SEC investigation into allegations of revenue recognition accounting fraud. The SEC did not file charges against Ms. Good's client.
  • Represented a broker-dealer in connection with an SEC investigation into allegations concerning stock trading. The matter was resolved.
  • Represented the former CEO of a public company in connection with an SEC investigation. The SEC did not file charges against Ms. Good's client.
  • Represented the CFO of a public company in connection with an information SEC investigation into allegations of accounting fraud. The SEC terminated the investigation and did not file charges against Ms. Good's client.
  • Represented a hedge fund in an SEC investigation into allegations of insider trading. The SEC did not file charges against the hedge fund.

Corporate Internal Investigations
  • Represented a technology company, an Audit Committee of the Board of Directors of a technology company, and 38 current and former officers and directors at eleven technology companies in internal investigations and/or DOJ/SEC investigations concerning stock option practices.
  • Represented the Audit Committee of the Board of Directors of a semiconductor company in an internal investigation regarding allegations of improper revenue recognition.
  • Represented the Audit Committee of the Board of Directors of a networking company in an internal investigation regarding allegations of misconduct by senior executives.
  • Represented the Audit Committee of the Board of Directors of a semiconductor company in an internal investigation that resulted in a restatement of financial results.
  • Represented the CFO in connection with an internal investigation initiated by a life sciences company regarding public disclosure about the company's business.
  • Represented the independent trustees and directors of mutual funds in an internal investigation into allegations of “market timing” by employees of the mutual funds.
  • Represented one of the country's largest financial institutions in an internal investigation into allegations that document had been destroyed or altered improperly in violation of applicable laws.

Consumer Litigation
  • Fairbanks Capital: Represented Fairbanks, one of the largest servicers of sub-prime mortgage loans in the United States, in seven class actions coordinated in Contra Costa County Superior Court alleging unfair business practices in the servicing of sub-prime mortgage loans. The case was resolved.
  • New Century Mortgage Corp: Represented New Century in an action filed in Santa Clara Superior Court alleging purported unfair business practices under Cal. Bus. & Prof. Code §§ 17200 et seq. in connection with the origination of sub-prime loans. After the Court sustained New Century's demurrer to all causes of action in the complaint with leave to amend, the case was resolved.
  • Wilmington Savings Fund Society, FSB: For over 15 years, Ms. Good has represented Wilmington, the largest thrift institution headquartered in Delaware and among the five largest financial institutions in Delaware, or its predecessor, Providential Corporation, in numerous disputes, arbitrations and litigations arising out of its reverse mortgage loan portfolio. In a significant ruling in a class action, the court granted defendants' motion to compel arbitration on an individual (instead of a class action) basis which was sustained through all appeals. In another significant decision, a federal court granted defendants' motion for judgment on the pleadings in a putative class action and entered judgment in favor of defendants on all causes of action.
  • First Alliance Mortgage Company: Represented First Alliance, a sub-prime mortgage company, in five litigation matters alleging claims under California's Consumer Legal Remedies Act and Cal. Bus. & Prof. Code §§ 17200 et seq.
  • Diamond Multimedia, Inc.: Represented the company in a private attorney general action under Cal. Bus. & Prof. Code §§ 17200 et seq. alleging false advertising of the speed of 56K modems. The case was resolved.
  • Hewlett-Packard Company (Computer Monitors): Represented Hewlett-Packard in class actions involving dozens of manufacturers claiming that computer monitor size descriptions were false and misleading. The actions were resolved with no payment by the company.
  • Hewlett-Packard Company (Software Bundling): Represented Hewlett-Packard in a dispute concerning the assignment of value to computer software bundles. The dispute was resolved without any payment by Hewlett-Packard.
  • Hewlett-Packard Company (Printer-Fax-Copiers): Represented Hewlett-Packard in a private attorney general action under Cal. Bus. & Prof. Code §§ 17200 et seq. alleging false advertising of the memory capacity of the fax machine component. The action was resolved.
Honors & Awards
  • Best Lawyers in America, Litigation - Securities (2014)
  • Daily Journal, “Top 100 Women Lawyers in California” (2013)
Affiliations
American Bar Association, Association of Business Trial Lawyers, Securities Industry Association – Compliance & Legal Division, Bar Association of San Francisco, Santa Clara County Bar Association, Bay Area Lawyers for Individual Freedom (BALIF), Women in Securities (WISe)
Courts
All state and federal courts in California; District of Columbia Court of Appeal; U.S. Court of Appeals for the Second Circuit, Supreme Court of the United States
Recent Speaking Engagements
  • Pillsbury Winthrop Shaw Pittman’s 2nd Annual Proxy Conference, San Francisco, CA, “Proxy Disclosure Shareholder Litigation Concerning Executive Compensation”, January 29, 2014
  • 11th Annual General Counsel West Conference, San Francisco, CA, “Latest Trends in Executive Compensation and Related Shareholder Litigation”, November 19, 2013
  • 21st Annual Conference of the National Association of Stock Plan Professionals (NASPP), Washington, DC, “Avoiding Section 162(m) Pitfalls in Equity Compensation Programs”, September 25, 2013
  • Tackling Your 2014 Compensation Disclosures: The Proxy Disclosure Conference, Washington, DC, “How to Avoid Executive Pay Disclosure Litigation”, September 23, 2013
  • 19th Annual Stanford Law School Directors’ College, Stanford, CA, “Special Investigations” Breakout Session, June 25, 2013.
  • Pillsbury Winthrop Shaw Pittman 2013 Proxy Conference, Redwood City, CA, “Managing Your Say-on-Pay Vote” session, February 19, 2013.
  • Pillsbury Winthrop Shaw Pittman Annual MCLE Marathon, Palo Alto and San Francisco; “Dodd-Frank Update: Say-on-Pay Proxy Disclosure and Shareholder Litigation,” January 2013.
  • Golden State Antitrust and Unfair Competition Law Institute, San Francisco, CA, “The Supreme Court Theater: Now Playing and Coming Soon,” October 25, 2012.
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