Dean Kristy

Office

San Francisco

Practices

Industries

Education & Admissions

J.D., magna cum laude
Syracuse University College of Law
Member of the Law Review

B.A., with high honors
University of Illinois

Admitted to practice in California and New York

Dean advocates for many of the country’s most innovative technology companies and their officers and directors. His clients have included Tesla, Cisco Systems, DocuSign, Fitbit and SolarCity in a wide variety of venues throughout the country.

Dean is a seasoned litigator who defends clients in securities class actions, fiduciary duty cases, merger challenges, corporate governance disputes, derivative litigation and executive compensation cases. He also represents clients in regulatory matters and advises companies on disclosure and other corporate governance matters. In addition to serving as Co-Chair of our Securities Litigation practice, Dean is Co-Chair of our Corporate Governance group (a combination of experienced corporate and securities litigation practitioners).

Dean has successfully argued cases throughout the country, particularly in courts in the Ninth Circuit, Second Circuit and before the Delaware Court of Chancery. He has represented a wide range of domestic and international clients, including technology, automobile, solar energy, pharmaceutical, entertainment and healthcare companies, as well as blockchain and crypto currency clients.

Dean’s victories include cases that are regularly cited in securities class actions, such as his victory for Tesla in the Ninth Circuit, which clarified when certain “on track” statements will be deemed forward-looking and protected by the safe harbor under the federal securities laws.

Wochos v. Tesla (N.D. Cal.; 9th Cir.): Motion to dismiss related to Model 3 granted with prejudice; affirmed by the Ninth Circuit.
Inter-Local Pension Fund v. Tesla (N.D. Cal.): Represented Tesla in defense of securities litigation relating to a $1.8 billion note offering; case was dismissed in the wake of the Wochos decision.
Weston v. DocuSign (N.D. Cal.). Representing DocuSign and its officers in defense of securities class action. Also representing the company and its directors and officers in parallel derivative cases in federal court and the Delaware Court of Chancery.
Clifford v. TRON Foundation (S.D.N.Y.). Representing defendants in securities class action alleging that initial token offering and subsequent trading violated the federal securities laws.
Stansell v. Rosensweig (Del. Chancery). Representing the Board of Directors of Chegg, Inc. in defense of class action alleging a breach of fiduciary duty in connection with the company’s annual proxy statement.
City of Pontiac Gen. Employees Ret. Sys. v. Bush (N.D. Cal.). Represented the Board of Directors of Cisco Systems, Inc. in defense of alleged derivative suit alleging federal securities laws and breach of fiduciary duty claims relating to the diversity of its board and executive leadership team. Motion to dismiss granted, with prejudice.
Sanchez v. Robbins (Santa Clara Superior). Representing Cisco and its board of directors in defense of alleged derivative suit for breach of fiduciary duty relating to diversity and inclusion on its board and executive management. Motion to dismiss granted based on forum bylaw provision. Appeal is pending.
In re SolarCity Sec. Litig. (N.D. Cal.): Motion to dismiss granted, case dismissed with prejudice.
Haque v. Tesla (Del. Chancery): Trial victory in Section 220 action alleging breach of fiduciary duty regarding statements about production and demand for Tesla vehicles.
Olagues v. Musk, et al. (N.D. Cal.): Defending Section 16(b) case. Motion to dismiss granted with prejudice.
Fitbit Sec. Litig. (N.D. Cal.): Motion to dismiss granted, case dismissed with prejudice; decision affirmed by the Ninth Circuit.
In re PlayStudios Sec. Litig. (D. Nev.): Defending the company and its officers and directors in securities class action arising under Section 11 of the 1933 Act, and Section 10(b) and Section 14(a) of the 1934 Act, relating to a de-SPAC transaction and subsequent company statements.
Imperva Deriv. Litig. (Del. Chancery): Represented CEO and directors in action alleging breach of fiduciary duty and unjust enrichment. Motion to dismiss granted with prejudice and affirmed on appeal.
Symantec S’holder Litig. (Del. Chancery): Represented defendants in derivative litigation challenging executive compensation. Motion to dismiss granted with prejudice.

Wochos v. Tesla (N.D. Cal.; 9th Cir.): Motion to dismiss related to Model 3 granted with prejudice; affirmed by the Ninth Circuit.
Inter-Local Pension Fund v. Tesla (N.D. Cal.): Represented Tesla in defense of securities litigation relating to a $1.8 billion note offering; case was dismissed in the wake of the Wochos decision.
Weston v. DocuSign (N.D. Cal.). Representing DocuSign and its officers in defense of securities class action. Also representing the company and its directors and officers in parallel derivative cases in federal court and the Delaware Court of Chancery.
Clifford v. TRON Foundation (S.D.N.Y.). Representing defendants in securities class action alleging that initial token offering and subsequent trading violated the federal securities laws.
Stansell v. Rosensweig (Del. Chancery). Representing the Board of Directors of Chegg, Inc. in defense of class action alleging a breach of fiduciary duty in connection with the company’s annual proxy statement.
City of Pontiac Gen. Employees Ret. Sys. v. Bush (N.D. Cal.). Represented the Board of Directors of Cisco Systems, Inc. in defense of alleged derivative suit alleging federal securities laws and breach of fiduciary duty claims relating to the diversity of its board and executive leadership team. Motion to dismiss granted, with prejudice.
Sanchez v. Robbins (Santa Clara Superior). Representing Cisco and its board of directors in defense of alleged derivative suit for breach of fiduciary duty relating to diversity and inclusion on its board and executive management. Motion to dismiss granted based on forum bylaw provision. Appeal is pending.
In re SolarCity Sec. Litig. (N.D. Cal.): Motion to dismiss granted, case dismissed with prejudice.
Haque v. Tesla (Del. Chancery): Trial victory in Section 220 action alleging breach of fiduciary duty regarding statements about production and demand for Tesla vehicles.
Olagues v. Musk, et al. (N.D. Cal.): Defending Section 16(b) case. Motion to dismiss granted with prejudice.
Fitbit Sec. Litig. (N.D. Cal.): Motion to dismiss granted, case dismissed with prejudice; decision affirmed by the Ninth Circuit.
In re PlayStudios Sec. Litig. (D. Nev.): Defending the company and its officers and directors in securities class action arising under Section 11 of the 1933 Act, and Section 10(b) and Section 14(a) of the 1934 Act, relating to a de-SPAC transaction and subsequent company statements.
Imperva Deriv. Litig. (Del. Chancery): Represented CEO and directors in action alleging breach of fiduciary duty and unjust enrichment. Motion to dismiss granted with prejudice and affirmed on appeal.
Symantec S’holder Litig. (Del. Chancery): Represented defendants in derivative litigation challenging executive compensation. Motion to dismiss granted with prejudice.

Castlight Health
Chegg
Cisco Systems
Connetics
Diamond Foods
DocuSign
Fitbit
HTC
Imperva
King Digital Entertainment
Las Vegas Sands
PlayStudios
SolarCity
Symantec
Tesla
Tresalia Capital

Castlight Health
Chegg
Cisco Systems
Connetics
Diamond Foods
DocuSign
Fitbit
HTC
Imperva
King Digital Entertainment
Las Vegas Sands
PlayStudios
SolarCity
Symantec
Tesla
Tresalia Capital

"Proxy Advisors Update Voting Guidelines for 2023 Focused on Board Diversity, Officer Exculpation and ESG Oversight,” Fenwick, December 2022 (co-author)
"California Court Strikes Down Board Gender Diversity Statute,” Fenwick, May 2022 (co-author)
"California Court Finds California Board Diversity Law Unconstitutional,” Fenwick, April 2022 (co-author)
"Proxy Advisors Update Voting Guidelines for 2022 Focusing on Board Diversity, Climate and ESG Oversight," Fenwick, December 2021 (co-author)
"SEC Adopts New Rules for Proxy Voting in Contested Elections," Fenwick, November 2021 (co-author)
"Delaware Supreme Court Endorses a New Three-Part Demand Futility Test," Fenwick & West, September 2021 (co-author)
"Delaware Supreme Court Holds That Dilution Claims Against a Controller Are Solely Derivative, Overruling Prior Precedent," Fenwick & West, September 2021 (co-author)
"Divided 9th Circuit Panel Holds That Sections 11 and 12(a)(2) Apply to Unregistered Shares in Direct Listings," Fenwick & West, September 2021 (co-author)
"SEC’s New Guidance on Liability Risks Likens SPACs to IPOs," Fenwick & West, April 2021 (co-author)
Delaware Chancery Court Rules That Fiduciary’s Use of Email Account Provided by Separate Employer Destroys Privilege," Fenwick & West, December 2020 (co-author)
"California Judge Rules That Federal Forum Provisions May Be Permitted," Fenwick & West, September 2020 (co-author)

"Proxy Advisors Update Voting Guidelines for 2023 Focused on Board Diversity, Officer Exculpation and ESG Oversight,” Fenwick, December 2022 (co-author)
"California Court Strikes Down Board Gender Diversity Statute,” Fenwick, May 2022 (co-author)
"California Court Finds California Board Diversity Law Unconstitutional,” Fenwick, April 2022 (co-author)
"Proxy Advisors Update Voting Guidelines for 2022 Focusing on Board Diversity, Climate and ESG Oversight," Fenwick, December 2021 (co-author)
"SEC Adopts New Rules for Proxy Voting in Contested Elections," Fenwick, November 2021 (co-author)
"Delaware Supreme Court Endorses a New Three-Part Demand Futility Test," Fenwick & West, September 2021 (co-author)
"Delaware Supreme Court Holds That Dilution Claims Against a Controller Are Solely Derivative, Overruling Prior Precedent," Fenwick & West, September 2021 (co-author)
"Divided 9th Circuit Panel Holds That Sections 11 and 12(a)(2) Apply to Unregistered Shares in Direct Listings," Fenwick & West, September 2021 (co-author)
"SEC’s New Guidance on Liability Risks Likens SPACs to IPOs," Fenwick & West, April 2021 (co-author)
Delaware Chancery Court Rules That Fiduciary’s Use of Email Account Provided by Separate Employer Destroys Privilege," Fenwick & West, December 2020 (co-author)
"California Judge Rules That Federal Forum Provisions May Be Permitted," Fenwick & West, September 2020 (co-author)