One Federal St.//Boston, MA 02110-1726//United States
Michael’s practice focuses on all facets of shareholder litigation: books and records demands, derivative actions, securities class actions and enforcement, directors and officers compensation, indemnification and advancement. He counsels boards responding to shareholder litigation demands, and frequently serves as independent counsel to special committees. Michael works closely with the firm’s shareholder activism defense and crisis management practices. He has successfully tried cases to judges and juries alike, including numerous appeals, and has obtained multiple dismissals, including, for example, the dismissal of a 1933 Act class action which Forbes magazine called a “stunning class action victory.”
Staying abreast of cutting edge issues, Michael serves as an adjunct professor of law, and is active in the American Bar Association’s Corporate Governance and Director & Officer Liability committees. He serves as chair of an ABA Task Force Regarding the Fiduciary Duties of Officers and Protections of the Business Judgment Rule. Michael frequently speaks on topics related to his practice.
Michael splits his time between Boston and Hartford, where he serves as litigation practice leader.
Tempur Sealy (Books and Records) — Obtained 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.
Boston Options Exchange, LLC (High Frequency Trading Class Action) —Obtained dismissal of class action challenging timing of exchange's transmission of securities trading data, inspired by Michael Lewis' New York Times best-seller, "Flash Boys." Affirmed on appeal.
Curaleaf, LLC (Equity Ownership) —Obtained rare early-stage dismissal in Connecticut state court against a bet-the-company claim by an alleged co-founder to ownership of one-third of the startup company’s equity.
Jenzabar, Inc. (Stock Options Jury Trial) – Won a jury defense verdict on a claimed breach of a stock option agreement, based on the technical defense that the optionee intended to sell the stock rather than hold it for investment as required.
David Lerner Associates, Inc.(1933 Act Class Action) — Obtained dismissal in New York federal court of 1933 Act class action alleging securities violations in connection with DLA’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.
Massachusetts Mutual Life Insurance Company (Madoff Litigation) — Successfully defended against Blue Sky claims brought by investors of a MassMutual subsidiary arising from the subsidiary's investments with Bernard L. Madoff.
Oppenheimer & Co., Inc. (1933 Act Class Action) — Obtained dismissal in Massachusetts federal court for private equity fund in 1933 Act class action purportedly brought on behalf of all investors, alleging misrepresentations regarding valuation in connection with foreign currency assets.
Merrill Lynch (Auction Rate Securities) — Represented broker dealer in multiple litigations and FINRA arbitrations alleging violations of the 1934 Act, Blue Sky laws and common law in connection with sales of auction rate securities (“ARS”), Merrill Lynch’s role in the ARS market and its 2008 collapse.
Teradyne (Books and Records) — Obtained grant of summary judgment dismissing books and records action relating to the company’s prior stock option granting practices.
Charles Schwab (State Securities Investigations) — Represented Schwab in connection with multiple state securities investigations under “Blue Sky” law concerning mutual fund disclosure issues; resulted in successful negotiated resolution.
Confidential Financial Institution (Internal Investigation/Attorney General) — On behalf of a private fund of a major financial institution, conducted expedited internal investigation regarding high profile, sudden collapse of a portfolio company; successfully negotiated resolution of exposure (financial and reputational) with state attorneys general.
Biopure Corporation (1934 Act Class Action/SEC Enforcement Action) — Defended company, officers and directors in parallel proceedings by SEC and class action plaintiffs alleging 1934 Act violations.
Fortune 100 Company — Conducted internal investigation on behalf of a special litigation committee appointed by the board of a Fortune 100 company concerning shareholder's demand letter regarding executive compensation.
Pharmaceutical Company — Performed internal investigation on behalf of a special investigative committee appointed by the board of a pharmaceutical company regarding shareholder's demand letter alleging securities and state fiduciary claims in connection with a missed earning projection.
Shareholder Derivative Litigation
Abeona Therapeutics, Inc. (Director Compensation) — Obtained court approval of a favorable settlement of claims regarding non-employee director compensation after defeating objector claims of collusion and inadequacy
WisdomTree Investments, Inc. (Stock Ownership) — Obtained from Delaware Chancery Court order granting motion to dismiss, with prejudice, case in which the plaintiff sought to invalidate WisdomTree’s ownership of a significant block of stock in Tradeworx, Inc.
Massachusetts Mutual Life Insurance Company (Voting Rights Class Action) — Obtained dismissal for MassMutual and its board of directors in action claiming the mutual insurance company had improperly disenfranchised policyholders.
Jenzabar, Inc. (Corporate Waste and Mismanagement) — Obtained dismissal for a company and its board in Massachusetts state court against derivative claims of breach of fiduciary duty and waste arising from alleged compensation decisions and political and charitable contributions.
Access Pharmaceuticals (Alleged Lowball Asset Sale) — Obtained dismissal in Pennsylvania federal court of derivative and purported class claims alleging conspiracy surrounding sell-off of dissolving company’s IP assets.
i2 Technologies (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 for a fraction of value.
Teradyne, Inc. (Books & Records Action) — Obtained summary judgment against shareholder’s seeking books and records for the purpose of investigating alleged possible options backdating.
Confidential Technology Company (Options Backdating) — Defended former officers and directors of publicly traded company in shareholder derivative action alleging options backdating, resulting in favorable nuisance value settlement.
Wave Systems Corp. (Misrepresentations of Material Contracts) — Obtained dismissal in Massachusetts federal court for company and its board of directors against claims of breach of fiduciary duty arising from alleged misrepresentations in SEC filings concerning material contracts with third parties.
Battery Ventures/Index Ventures (Preferred Shareholder Litigation) — Obtained dismissal in California federal court of all claims, including federal and state securities law violations and common law breach of fiduciary duty claims by major preferred shareholder of a portfolio company in connection with defendant funds’ sales of preferred stock.
Village Ventures/Worcester Ventures/Point Judith Capital (Venture Capitalist /Founder Dispute) — Obtained dismissal in Connecticut state court for VC funds of complaint by alleged founders of portfolio company claiming entitlement to substantial percentages of equity and proceeds of sale of company for near $500 million. Affirmed on appeal.
Confidential Fund Of Funds —(Portfolio Manager Dispute) — Represented fund of funds named as respondent in arbitration by portfolio manager seeking several millions of dollars in damages; through mediation, turned the tables to obtain a highly favorable settlement in which the portfolio manager paid well over a million dollars to the fund.
Confidential PIPE Fund (Suspension Of Redemptions) — Defeated investor’s injunctive action seeking to block exchange offer made in conjunction with suspension of redemptions; represented fund and its principal in subsequent litigations, books and records proceedings and SEC investigations and counseled fund with respect to Cayman Islands petition for liquidation of offshore fund.
Fleet Development Ventures, LLC (Receivership Of Fraudulent Portfolio Company) — Represented seed capital fund as plaintiff in a shareholder derivative litigation in Connecticut federal court, protecting its preferred equity investment from fraud and mismanagement; succeeded in obtaining, after bench trial, emergency injunctive relief and appointment of receiver to wind down business and recover capital invested.
LeCroy Corporation — Achieved voluntary dismissal of a class action seeking to enjoin the LeCroy Corporation-Teledyne Technologies, Inc. merger, after obtaining denial of motion for expedited discovery and preliminary injunction hearing, a decision which appears to be the first of its kind issued in New York federal court.
Acme Packet — Achieved voluntary dismissal of a class action seeking to enjoin merger after defeating motion for expedited discovery.
Tempur-Pedic — Obtained disclosure-only settlement for Tempur-Pedic in deal litigation arising from its acquisition of Sealy, following defeat of motion for expedited discovery.
Kayak — Obtained disclosure-only settlement for Kayak in deal litigation arising from its acquisition by Priceline.
Enernoc — Obtained disclosure-only settlement for Enernoc in deal litigation arising from its acquisition of World Energy.
Business Torts/Complex Litigation
LifeIMAGE (Non-compete/Trade Secrets) — Obtained preliminary injunction in Massachusetts state court enjoining LifeIMAGE’s former Vice President – Business Strategy from working for its largest competitor and passing on trade secrets in violation of his non-compete agreement.
IKON Office Solutions (Privacy Law Class Action) — Obtained dismissal of purported nationwide class action alleging violations of the Stored Communications Act and state law in Connecticut federal court.
Nationwide Mutual Insurance Company (Forfeiture for Competition Trial) — Defended Nationwide in action by agents seeking to invalidate “forfeiture for competition” clause in its agent agreements; favorable settlement following jury trial.
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)
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)
Member, American Bar Association
Member, Connecticut Bar Association
Member, Massachusetts Bar Association
US District Court for the District of Massachusetts
US District Court for the District of Connecticut
US District Court for the Eastern District of New York
US District Court for the Southern District of New York
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
Supreme Court of the United States
Clerkship to the Arizona Supreme Court (1996 - 1997)
Trinity College, 1994, Master of Arts, Public Policy
Western New England College School of Law, 1997, Juris Doctor, Summa Cum Laude
Westfield State College, 1991, Bachelor of Arts, History