John C.Tang

Partner

(T) + 1.415.875.5892

With more than 20 years of experience, John Tang represents companies, directors, and executive officers in shareholder litigation, SEC enforcement matters, and internal investigations. He also counsels clients regarding corporate governance, D&O insurance, and Rule 10b5-1 trading plans. John has advised independent directors and management on fiduciary duties, internal controls, compliance, and other matters and has conducted more than 30 internal investigations responding to a range of issues.

John was previously based in Silicon Valley and has represented public and private companies across the tech sector and in other industries. John's experience also includes engagements involving Chinese companies and China-based operations of multinational corporations. Among other matters he has defended Chinese companies and executives in U.S. securities litigation, represented a Chinese company's audit committee in internal investigations, and conducted FCPA compliance reviews of China business dealings. Before law school John worked for two years in Hong Kong.

John is a frequent speaker on a range of securities litigation and enforcement topics. In addition to his legal practice he serves on the board of trustees of The Yale-China Association, a nonprofit organization founded in 1901 and committed to strengthening ties between Chinese and Americans through programs in education, health, and the arts. John is also an adjunct professor at UC Hastings College of the Law, where he teaches a course on securities litigation, and has served on the editorial advisory board of Law360 Securities. John is the Hiring Partner in Jones Day's San Francisco Office.

Experience

Former board member obtains dismissal of fiduciary duty claims; upheld on appeal
Jones Day achieved the dismissal of breach of fiduciary duty claims asserted first against a former board member and then against that board member’s estate in the Northern District of California.

Itron acquires Comverge for approximately $100 million
Jones Day advised Itron, Inc. (NASDAQ: ITRI) in its approximately $100 million cash acquisition of Comverge, Inc. by way of the purchase of its parent company, Peak Holding Corp.

Lam Research attempts merger with KLA-Tencor
Jones Day represented Lam Research Corporation in its proposed acquisition of all outstanding shares of KLA-Tencor Corporation in a cash and stock transaction that placed an equity value on KLA-Tencor of approximately $10.6 billion based on its closing stock price on October 20, 2015.

Global aircraft leasing company defends against shareholder class action alleging 10b-5 claim involving financial disclosures
Jones Day is representing a global aircraft leasing company in a shareholder class action alleging misleading disclosures concerning the company's business, operational, and compliance policies.

Atmel acquired by Microchip Technology for $3.56 billion
Jones Day advised Atmel Corporation (NASDAQ: ATML) on its sale to Microchip Technology Incorporated (NASDAQ: MCHP) in a cash (85 percent) and stock (15 percent) transaction valued at approximately $3.56 billion.

Atmel receives unsolicited superior proposal and terminates definitive agreement to be acquired by Dialog for $4.6 billion
Jones Day represented Atmel Corporation in connection with its definitive agreement to be acquired by UK-based Dialog Semiconductor plc in a cash and stock transaction for $4.6 billion.

Minted raises capital in Series D round
Jones Day represented Minted, Inc., an online marketplace for independent design and art, in connection with its issuance of $38 million of Series D Preferred Stock in a private placement to Norwest Venture Partners and Technology Crossover Ventures.

Jones Day joins Swords to Plowshares veterans pro bono project
Jones Day is partnering with the non-profit organization Swords to Plowshares to offer pro bono legal services to Bay Area veterans.

Avanir Pharmaceuticals defeats motion for preliminary injunction seeking to enjoin shareholder vote
Jones Day represented Avanir Pharmaceuticals, Inc. in a motion for preliminary injunction that sought to enjoin a shareholder vote on Avanir's proposed equity compensation plan.

Audit committee of networking solutions company involved in internal investigation
Jones Day represented the audit committee of a networking solutions company in connection with an internal investigation concerning the company's business transactions.

Services organization conducts internal review of matters relating to past transaction
Jones Day is advising a services organization and its board of directors in connection with conducting an internal review of matters relating to a past transaction.

Outsourcing company successfully defends against shareholder class action alleging 10b-5 claim involving corporate governance disclosures
Jones Day obtained a complete dismissal of a shareholder class action alleging misleading disclosures concerning the company's corporate governance practices.

Audit committee of energy company involved in internal investigations
Jones Day represented the audit committee of an energy company in connection with internal investigations concerning the company’s business transactions, and with respect to related shareholder derivative litigation.

Electronics company defends against shareholder class action alleging 10b-5 claim involving financial disclosures
Jones Day, representing an electronics company and its officers, obtained complete dismissal of a shareholder class action alleging misleading disclosures concerning the company's financial results and business prospects.

Networking hardware company defends against shareholder class action relating to acquisition
Jones Day represented a networking hardware company and its directors and officer in a shareholder class action alleging breaches of fiduciary duty in connection with the company's acquisition.

Energy services company defends against shareholder class action involving proxy statement disclosures
Jones Day represented an energy services company and its directors in a shareholder class action challenging proxy statement disclosures concerning the company's equity compensation plan.

Multinational corporation conducts review of anticorruption policies and compliance
Jones Day is advising a multinational corporation in its review of China operations with respect to compliance with the Foreign Corrupt Practices Act.

Software company defends against shareholder class action relating to acquisition
Jones Day represented a software company in a shareholder class action alleging an aiding and abetting claim in connection with the acquisition of another company.

Location systems company defends against shareholder dispute
Jones Day represented a location systems company in a shareholder dispute in connection with the company's acquisition.

The following represents experience acquired prior to joining Jones Day.

Represented solar wafer company, directors, and officers in shareholder class action and derivative lawsuit in connection with disclosures concerning inventory accounting. The actions settled on favorable terms.

Represented biopharma company, directors, and officers in shareholder class action and derivative lawsuit in connection with disclosures concerning FDA drug approval prospects. The actions settled on favorable terms.

Represented target biopharma company and directors in shareholder class action alleging breaches of fiduciary duty in connection with acquisition by white knight following hostile tender offer by another bidder. The transaction closed on schedule after the court denied the plaintiff's motion for an injunction, and the plaintiff dismissed the action with no recovery.

Represented target medical device company in shareholder class action in connection with acquisition. The transaction closed on schedule, after which the plaintiff dismissed the action with no recovery.

Represented acquirer in shareholder class action alleging aiding and abetting claim in connection with acquisition of microprocessor company. The transaction closed on schedule, after which the plaintiff dismissed the action with no recovery.

Represented acquirer in shareholder class action alleging aiding and abetting claim in connection with acquisition of telecommunications equipment company. The transaction closed on schedule, and the action was resolved favorably.

Represented private equity firm in shareholder class action alleging aiding and abetting claim in connection with take-private transaction involving firmware company. The transaction closed on schedule, and the action was resolved favorably.

Represented supply chain and logistics services company in connection with threatened proxy contest. The matter was resolved favorably, with no claim pursued.

Represented Special Litigation Committee in derivative lawsuit alleging breaches of fiduciary duty in connection with company's past business transactions and related disclosures. The action settled on favorable terms.

Represented medical device company, directors, and officers in shareholder class action and derivative lawsuit in connection with disclosures concerning financial results and business prospects.

Represented former directors of power company in shareholder class action and derivative lawsuit concerning company's past business transactions and related disclosures. The actions settled on favorable terms with no contribution by any of the individuals.

Represented online health care information services company and officers in shareholder class action in connection with disclosures concerning financial results and business prospects. The action settled on favorable terms.

Represented offering underwriters in shareholder class action in connection with disclosures by communication device company concerning financial results and business prospects. The plaintiff dismissed the action with no recovery.

Represented waste services company, directors, and officers in derivative lawsuit alleging breaches of fiduciary duty in connection with historical stock options practices. The action settled on favorable terms.

Represented Special Litigation Committee in connection with two actions brought by a shareholder for recovery of purported short-swing profits by company insiders under Section 16. Both actions were settled on favorable terms.

Represented two issuers involved in consolidated actions brought by a common shareholder of numerous companies, for recovery of purported short-swing profits in connection with alleged "IPO laddering" practices. The actions were dismissed with no recovery, and dismissal was affirmed on appeal.

Represented Special Litigation Committee in oral argument before state supreme court, concerning press access to sealed court records relating to internal investigation.

Represented Special Litigation Committee in oral argument before state appellate court, concerning interlocutory appeal relating to SLC's motion to terminate derivative lawsuit.

Represented private equity firm in shareholder litigation concerning transactions involving regional bank holding company.

Represented investment bank as target's financial advisor in shareholder class action in connection with acquisition of business software company.

Represented investment bank as target's financial advisor in shareholder class action in connection with acquisition of networking hardware company.

Represented founders of clean energy company in dispute with former executive. The matter was resolved favorably, with no claim pursued.

Represented companies, board committees, and individuals in more than a dozen internal investigations concerning various issues, including corporate governance, financial accounting, M&A processes, public disclosures, employment practices, whistleblower allegations, stock options backdating, and vehicle design.

Represented numerous companies in more than 20 regulatory trading inquiries, relating to stock movements around significant public disclosures concerning various issues.

Additional Publications

  • November 2012What's behind the US high court's reenergized focus on securities cases?, Daily Journal
  • August 2012Effectively Managing an Independent Investigation, Investigations Quarterly, Vol. 1, Issue 13
  • November 2011Effectively Managing an Independent Investigation, NACD Directorship
  • May 2011Expanded Stockholder Rights in Derivative Actions, BNA’s Securities Regulation & Law Report, Vol. 43, No. 20
  • October 2010Dangers of Dealing With Sanctioned Countries, The Recorder
  • August 2008Rule 10b5-1 Plans: Recommended Guidelines for Managing Risks in the Current Environment, Latham & Watkins Client Alert

Speaking Engagements

  • March 4-5, 2014Corporate Board Member West Coast Boardroom Summit & Peer Exchange
  • September 17, 2013SEC Enforcement Issues -- Revenue Recognition Conference 2013, Center for Professional Education, Inc.
  • September 10, 2013Cutting Edge Proxy and Compensation Issues, SEC Hot Topics Institute
  • August 23, 2013The Ethics and Disclosure Process -- International Operations Accounting Conference 2013, Center for Professional Education, Inc.
  • April 18, 2013Implications of a financial restatement in the context of a restructuring, panelist, Turnaround Management Association
  • March 19, 2013SEC Enforcement Issues -- Revenue Recognition Conference 2013, Center for Professional Education, Inc.
  • January 31, 2013The Attorney-Client Privilege for In-House Counsel, Jones Day MCLE University
  • September 12, 2012Developments in M&A (addressing M&A litigation), SEC Hot Topics Institute
  • June 8, 2012Calculating Damages in Securities Class Actions, Bar Association of San Francisco
  • March 20, 2012SEC Enforcement Issues -- Revenue Recognition Conference 2012, Center for Professional Education, Inc.
  • March 14 & 16, 2012U.S. Securities Litigation and Government Investigations
  • January 19, 2012Attorney-client privilege, Ethics CLE: The Basics and More, Latham & Watkins Seminar
  • November 9, 2011Looking East: Opportunities for Doing Business in China, moderator, The Global Marketplace: Keys to Success, University of California Berkeley Center for Law, Business and the Economy; and Latham & Watkins
  • May 8, 2008Internal Investigations, panelist, Latham & Watkins General Counsel Forum
  • November 1, 2007E-Discovery, panelist, Litigation & Resolution of Complex Class Actions Conference, West Legalworks
  • May 22, 2007Giving Good Guidance: What Every Public Company Should Know, Latham & Watkins General Counsel Forum
  • December 6, 2006Electronic Discovery: Understanding the New Rules, Latham & Watkins General Counsel Forum
  • July 21, 2006The Impact of Sarbanes Oxley on IP Management, The Wall Street Transcript (TWST) Conference
  • July 29, 2005The Impact of IP Assets on Shareholder Value, The Wall Street Transcript (TWST) Conference
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