Michael A. Hacker

Public Companies

• Represented the former Chief Financial Officer of a public company in connection with an SEC investigation regarding the company’s accounting for non-cash share-based compensation and restatement of its financial statements for two fiscal quarters; SEC declined to take enforcement action
• Represented an analytical laboratory instrument and software company in a two-phase bench trial in federal district court concerning a long-standing contract dispute with a software developer alleging underpayment of royalties, resulting in judgment on partial findings against the plaintiff
• Represented a pharmaceutical company and certain of its directors and officers in a putative securities class action following stock drop after the US Food and Drug Administration denied the company’s new drug application; court dismissed all claims on the basis of failure to plead loss causation
• Following a company’s take-private transaction, obtained dismissal with prejudice of breach of fiduciary duty claims asserted in the Delaware Court of Chancery against the company’s directors and officers on the basis of Delaware’s Corwin doctrine
• Member of a team that obtained dismissal of 1933 Act claims in New York and Massachusetts state courts on the basis of a forum selection clause in the company’s certificate of incorporation following the Delaware Supreme Court’s seminal decision in Sciabacucchi v. Salzberg
• Represented special purpose acquisition companies (SPACs), target companies, and directors in shareholder litigation concerning multiple de-SPAC transactions
• Represented a software company in securities class action and derivative litigation and parallel SEC and US Attorney’s Office investigations following the company’s restatement of multiple years of its financial statements
• Represented a pharmaceutical company in an SEC investigation concerning the company’s public statements regarding the commercial viability of, and anticipated patient population for, a principal drug candidate; SEC declined to take enforcement action
• Represented a scientific instruments company in an SEC investigation stemming from a whistleblower’s allegations regarding the company’s accounting practices, which included self-reporting to the SEC; SEC declined to take enforcement action
• Conducted an internal investigation on behalf of a board committee in connection with insider trading allegations and represented the company in a related SEC investigation

Accounting Firms

• Representing an accounting firm in connection with a state attorney general investigation
• Representing an accounting firm in a professional liability dispute regarding tax advice
• Represent accounting firms in connection with SEC and PCAOB investigations
• On behalf of an accounting firm, obtained a stay of 1933 Act claims in state court on the basis of a forum selection clause in the audit client’s certificate of incorporation, which requires that such claims be filed in federal court
• Member of a team that defended an accounting firm in a three-week jury trial in an accounting malpractice case in Massachusetts state court, resulting in a defense verdict
• Represented an audit partner at a PCAOB deposition

Broker-Dealers, Investment Advisers, and Investment Companies

• Representing a dual-registrant in a putative class action regarding the firm’s cash sweep program
• Represented a dual-registrant in an SEC investigation concerning the firm’s cash sweep program; SEC declined to take enforcement action
• Represented a broker-dealer in an SEC investigation regarding the duty of best execution arising from alleged issues with the firm’s self-directed trading technology; SEC declined to take enforcement action
• Represented an investment adviser in connection with an SEC investigation and settlement regarding disclosures in prospectuses of exchange-traded funds with environmental, social, and governance (ESG) related investment strategies
• Counseled a UK-based adviser to several hedge funds in connection with an SEC examination following allegations of misconduct by the founder of the firm
• Represented a broker-dealer in the investigation and negotiation of a favorable settlement in one of the SEC’s first enforcement actions under Regulation Best Interest
• Represented a broker-dealer in a FINRA investigation regarding the firm’s calculation of mutual fund rights of reinstatement; FINRA declined to take enforcement action
• Represented a clearing firm in a FINRA investigation regarding the accuracy of interest rate data in customer account documentation
• Represented a broker-dealer and several employees in an investigation conducted by a state securities regulator regarding the firm’s fraud protection program; no action was taken by the regulator
• Represented dozens of senior executives of a financial services firm in connection with an SEC investigation concerning the use of off-channel communications
• Represented a mutual fund family in connection with an SEC investigation regarding advisory fee arrangements; SEC declined to take enforcement action
• Represented an investment adviser in one of the SEC’s first settled actions concerning mutual fund ESG-related disclosures
• Conducted an internal investigation for a financial services firm in connection with suspected “structuring” of transactions in the personal accounts of an employee
• Represented a financial services firm in connection with a state attorney general investigation regarding the firm’s escheatment practices
• Regularly represent broker-dealers in customer arbitrations

Pro Bono

• Obtained a two-year extension of a restraining order for a survivor of abuse in Massachusetts district court
• Represented nonprofit organizations as amicus curiae in a case before the US Court of Appeals for the First Circuit challenging the constitutionality of civics education provided by Rhode Island’s public education system
• Represented civil rights organizations as amicus curiae in a case before the Massachusetts Supreme Judicial Court concerning the application of search and seizure jurisprudence to data obtained from a search of a cell phone controlled by a third party
• Briefed and argued an appeal before the Massachusetts Appeals Court on behalf of a survivor of domestic violence whose application for a restraining order was denied, resulting in reversal and remand to the trial court
• Successfully argued in federal district court for the immediate release of an immigrant civil detainee due to a COVID-19 outbreak in a prison
• Successfully represented a US Army veteran in a federal court challenge after US Citizenship and Immigration Services failed to timely adjudicate his naturalization application