Jessica I. Valenzuela Santamaria

Valenzuela Santamaria aims to enable her Cooley clients to focus on their business and maximize value to their shareholders through obtaining speedy, positive results when litigation looms. “Our goal is that although we can’t guarantee to keep them out of court, if they’re sued we want to put them in the best position possible to minimize their exposure,” she said.

She obtained a rare win on demurrer for Mountain View-based cloud data storage platform Pure Storage Inc. in a stock drop suit in San Mateo County Superior Court last year. Plaintiffs alleged certain statements in the company’s 2015 initial public offering documents related to Cloud Storage’s growth prospects, potential market opportunity and the features of its products were false and misleading. Valenzuela Santamaria demurred because the complaint failed to allege that any statements by her client were false and misleading and because all of the challenged statements were inactionable corporate optimism and therefore immaterial as a matter of law.

Her arguments prevailed. San Mateo County Superior Court Judge Marie S. Weiner, currently assigned to the court’s complex litigation department, sustained Valenzuela Santamaria’s demurrer — one of only three successful demurrers Weiner has ever granted. When the plaintiffs filed an amended complaint, the judge again agreed with Valenzuela Santamaria and again sustained her demurrer because plaintiffs had failed to allege a false or misleading statement in the registration statement. In re Pure Storage Inc. Shareholder Litigation, 16cvIV01183 (San Mateo Super. Ct., filed Sept. 13, 2016).

“The plaintiffs’ theory was not objectively determinable as false or true,” Valenzuela Santamaria said. “It was simply a corporate opinion, such as ‘We have a great product.’ Even so, in these sorts of cases it’s incredibly difficult to get dismissals at the pleading stage. We had a very happy client.”

Client MobileIron Inc., also of Mountain View, supplies network security software. Cooley is a MobileIron customer as well as the company’s lawyers, Valenzuela Santamaria said. “I worked to counsel them on litigation risk before they went public.”

Then she obtained a win for the company when a Northern District judge dismissed a securities class action alleging that statements in a MobileIron press release were false and misleading. Panjwani v. MobileIron Inc., 3:15-cv-01984 (N.D. Cal., filed May 1, 2015).

“We do a lot of litigation risk counseling for late-stage private companies about to file their IPOs,” Valenzuela Santamaria said. “I go in and counsel their boards of directors on how best to protect themselves. I really like the intellectual challenge of working with innovative companies that are shaking and driving the economy.”

— John Roemer