Philip D.W. Miller


Philip Miller counsels his clients through disputes involving securities, corporate governance, and financial matters. He has experience representing financial services companies, investment advisers, and corporate officers and directors in securities class actions; corporate governance matters; shareholder derivative litigation; fiduciary duty litigation; mergers and acquisitions litigation; SEC enforcement actions; internal investigations; arbitration proceedings; and commercial matters.

Philip also has an active pro bono practice, representing victims of domestic violence in restraining order and child custody proceedings, public school students in disciplinary matters under the California Education Code, and partnering with the Animal Legal Defense Fund.

Prior to joining Coblentz, Philip was an associate at Alston & Bird, LLP and Gibson, Dunn & Crutcher, LLP in Silicon Valley, and interned at the U.S. Securities and Exchange Commission in Washington DC.

Philip is a member of The Campaign for Legal Services’ amicus committee, a nonprofit legal services organization providing financial support for Bay Area legal aid agencies serving underserved populations.

He is a member of the State Bar of California and admitted to practice before the U.S. District Court for the Northern District of California.

Philip earned his J.D. from Stanford Law School where he served as an editor of the Stanford Journal of Animal Law and Policy. He earned his M.A.R. in philosophical theology and the philosophy of religion, summa cum laude, from Yale Divinity School and his B.A. in philosophy, summa cum laude, from Denison University where he was elected to Phi Beta Kappa.

Successfully obtained dismissal of a purported shareholder class action alleging violations of Section 11 of the 1933 Securities Act against digital payments company filed in California State Court.

Represented mobile technology company in Federal shareholder lawsuit alleging violations of Section 10(b) of the 1934 Securities Exchange Act and the 1933 Securities Act concerning the company’s secondary equity offering and statements regarding revenue projections. Representation involved inquiry from the Securities and Exchange Commission concerning misappropriation of corporate funds.

Defended technology company in the largest ever stockholder appraisal action tried in the Delaware Court of Chancery and appeal before the Delaware Supreme Court.

Won appeal affirming Federal District Court’s dismissal of securities class action against property and casualty insurance company concerning issues of falsity, scienter, and loss causation.

Successfully represented online foreign currency exchange platform through civil proceedings involving financial services contracts. Following removal to Federal Court, won on motion concerning enforceability of venue selection provision in client contract.

Counseled pharmaceutical company in shareholder litigation related to acquisition resulting in settlement on beneficial terms.

Successfully defended retail industry client in complex litigation including derivative action, federal securities class action, and parallel records demand under the Delaware General Corporation Law.

Represented energy industry client in appellate and multidistrict litigation proceedings concerning issues of loss causation, class certification, and the accounting treatment of business economic loss.

Represented financial services company in FINRA arbitration concerning termination of former broker.

Won dismissal of purported Federal shareholder class action against consumer finance company, certain of its officers and directors, and underwriters, involving public stock offering.

Represented investment advisor in civil enforcement action brought by the Securities and Exchange Commission involving allegations of improper disclosures and trading strategies.

Co-author, “Stockholder Appraisal Actions in the Delaware Court of Chancery,” Securities Litigation: Forms and Analysis, Thomson Reuters (2017)

Co-author, “Loss Causation and Damages,” Securities Litigation: A Practitioner’s Guide, 7th ed., Practising Law Institute (2013)