Michael Blanchard’s corporate governance litigation practice traverses counseling in the board room to advocacy in the court room, focused on all facets of stockholder litigation: books and records demands, derivative litigation, public and private mergers & acquisitions (M&A), federal securities litigation, directors’ and officers’ compensation, indemnification and advancement, shareholder activism, and control contests. Michael regularly represents boards responding to stockholder litigation demands, serves as independent counsel to special committees, and advises on litigation avoidance and preparation in connection with public company M&A and other transactions.
Michael has obtained multiple dismissals at the pleading stage, including, for example, the dismissal of a 1933 Act class action which ForbesMagazine called a “stunning class action victory.” Michael has successfully tried cases to judges and juries alike, including in the Delaware Court of Chancery, and has argued numerous appeals in state and federal appellate courts.
Michael’s client roster includes directors and officers, public and private companies ranging from startups to Fortune 15 companies, registered and unregistered investment funds, financial services companies, and statutory and business trusts.
Staying abreast of cutting-edge issues, Michael has served as an adjunct professor of law specializing in securities litigation, is active in the American Bar Association’s Corporate Governance and Director and Officer Liability Committees and serves as chair of an ABA task force officer liability. Michael routinely speaks on topics related to his practice.
Michael splits his time between Boston and Hartford, where he serves as litigation practice leader.
Shareholder Derivative Litigation
Loyalty Claims: Obtained complete dismissal in federal court of both “demand excused” and “demand made-wrongfully refused” derivative complaints alleging board of publicly traded corporation breached its duty of loyalty by allegedly selling a subsidiary to “friends and family” of insiders, as well as accounting issues resulting in a restatement.
“Caremark Claims”: Representing Fortune 15 company and board of directors in defense of “Caremark” (i.e., alleged board oversight failures) claims arising from misdemeanor guilty pleas and fines over $800 million in connection with a subsidiaries operations and subsequent formation of a special litigation committee.
Stock Options Jury Trial: Obtained dismissal at pleading stage of over a dozen derivative claims alleging mismanagement of private software company and then won a jury defense verdict (sustained on appeal) on remaining claim by former CFO of allegedly being denied right to exercise substantial block of stock options.
Spin-Off Transaction: Obtained dismissal in Delaware Chancery Court on behalf of company and its board with respect to derivative claims arising from the board’s alleged grossly negligent oversight of the sale of a subsidiary to its former CEO, whom the board initially tasked with finding a buyer, for a fraction of the value the company was later sold for a short period thereafter.
Governance Litigation and Disputes
Derivative Litigation/Special Litigation Committees/Governance: In a matter of first impression, restructured a Delaware statutory trust’s (operating as a mutual fund) organizational documents to require that shareholder demands to bring derivative litigation be made upon independent “series trustees” serving as a special litigation committee instead of the full board—a unique and untested governance structure—and then obtained a Chancery Court decision holding that demand was in fact required upon the series trustees and not the board as a whole.
Shareholder Activism: Represented board of publicly traded company in connection with activist threats of fiduciary litigation and proxy fight; successfully resolved disputes with activist through cooperation agreement and settlement.
Mutual Insurance Company Voting Rights: Obtained complete dismissal for a Fortune 100 mutual insurance company and its board of directors in action claiming the mutual insurance company had improperly disenfranchised policyholders with respect to the manner in which it counted votes, an issue with implications regarding the validity of over a century of policyholder votes.
Federal Securities Litigation
Rare 1933 Act Class Action Dismissal: Obtained rare dismissal in New York federal court of 1933 Act class action alleging securities violations in connection with client’s role as best efforts underwriter and exclusive distributor of publicly issued, non-traded securities of a series of real estate investment trusts in what Forbes Magazine called a “stunning class action victory.” Dismissal of the 1933 Act claims affirmed on appeal.
High Frequency Trading Class Action: Obtained dismissal of 1934 Act class action in complex fintech challenge of timing of exchange's transmission of securities trading data, inspired by Michael Lewis' New York Times bestseller, "Flash Boys." Affirmed on appeal.
1933 Act Class Action “Textbook” Dismissal: Obtained dismissal in Massachusetts federal court for private equity fund in 1933 Act class action alleging misrepresentations regarding valuation in connection with foreign currency assets on the grounds that the 1933 Act does not apply to private offerings—the case now appears in law school case books on securities litigation.
Special Committee Investigations/Stockholder Demands
Executive Compensation Investigation: Conducted internal investigation on behalf of a special investigative committee appointed by the board of a Fortune 100 company concerning shareholder's demands regarding executive compensation; shareholder thereafter abandoned all claims.
Control Premiums: Caused a stockholder represented by nationally known plaintiffs’ firm to abandon claims that a board of a publicly traded, dual-share class company (post de-SPAC) breached its fiduciary duties by failing to obtain a control premium when the founder became majority stockholder through other stockholders’ conversions of super-voting class B shares.
Public Company Misrepresentation Investigation: Performed internal investigation on behalf of a special investigative committee appointed by the board of a large-cap pharmaceutical company regarding shareholder's demand alleging securities and state fiduciary claims in connection with a missed earning projection; shareholder thereafter abandoned all claims.
Books and Records Litigation
Delaware Trial and Appeal: Represented a company in a high-profile Section 220 books and records trial in the Delaware Court of Chancery and precedent-setting appeal to the Delaware Supreme Court, which limited shareholders seeking to investigate oversight claims to inspecting “Formal Board Materials.”Massachusetts Judgment: Obtained summary judgment against shareholders seeking books and records for the purpose of investigating alleged possible stock option backdating under Massachusetts common law.
Delaware Trial: Obtained rare trial judgment rejecting Section 220 books-and-records claim brought against a leading mattress manufacturer in the Delaware Court of Chancery by a shareholder seeking to investigate potential mismanagement.
Books and Records Demands: Routinely represents public and private corporations, limited liability companies (LLCs), limited partnerships (LPs), and business trusts (mutual funds) in a wide array of investor books and records demands made in connection with shareholder activist campaigns, investigations of breaches of fiduciary duty, and governance disputes.
Alternative Entities Drafting and Counselling: Drafted investor information rights provisions modifying statutory rights to books and records for multiple LLCs and LPs.
Post-Closing Damages Litigation: Representing the company and its former officers and directors in Delaware action alleging board breached its fiduciary duties by reengaging in a strategic process that had been suspended after a year of unsuccessful attempts to find an acceptable transaction at an appropriate value and then entering into a go-private transaction following activist shareholder pressure to sell.
Counseling Board In Unique Mega-Merger: Advising mutual insurer’s board regarding fiduciary duties, deal structure and process in connection with uniquely structured transaction valued up to $3.5 billion.
Complete Dismissal of Merger Challenge: Obtained complete dismissal of claims challenging life sciences company sale of wholly owned affiliate on grounds of alleged premerger self-dealing transactions between company and affiliate that purportedly reduced merger value by hundreds of millions of dollars.
“Deal Tax” Disputes: Advised acquirors and targets in dozens of public company mergers, acquisitions and de-SPAC transactions regarding shareholder demands for supplemental disclosures and changes to deal structure threatening to enjoin the deal.
D&O Indemnification & Advancement
Rare Dismissal of Advancement Demand: Obtained complete dismissal of advancement action by former officers sued by company for breach of fiduciary duty with court holding that officers were not entitled to advancement pursuant to carve-out in post-merger bylaws.
High Profile Advancement Dispute: Representing well-known social media company in Delaware Court of Chancery in dispute with former executive regarding advancement of legal fees incurred in connection with high profile Congressional testimony.
Public and Private Company Board-Level Advice: Advise numerous boards and companies regarding optimal development of indemnification and advancement provisions in articles and bylaws and draft bylaws tailored to unique circumstances and objectives of the company, including drafting worldwide indemnification and advancement policies for global financial institution.
Western New England College School of Law, 1997, J.D., summa cum laude
Trinity College, 1994, M.A., Public Policy
Westfield State College, 1991, B.A., History
Supreme Court of the United States
US Court of Appeals for the First Circuit
US Court of Appeals for the Second Circuit
US Court of Appeals for the Third Circuit
US Court of Appeals for the Ninth Circuit
US District Court for the District of Connecticut
US District Court for the District of Massachusetts
US District Court for the Eastern District of New York
US District Court for the Southern District of New York
Clerkship to the Arizona Supreme Court (1996 - 1997)
Awards and Affiliations
Member, Law Firm of the Year, Securities Regulation, US News/Best Lawyers – Best Law Firms (2019)
Recommended, Dispute resolution: M&A litigation: defense, The Legal 500 US (2020–2022)
Recommended, Dispute resolution: Securities litigation: defense, The Legal 500 US (2018, 2019)
Recommended, Financial services litigation, The Legal 500 US (2014, 2016)
Member, Litigation Department of the Year, Connecticut Law Tribune (2013–2015)