Bar Admissions
- New York
Court Admissions
- US Supreme Court, 1997
- US Court of Appeals, First Circuit, 1998
- US Court of Appeals, Second Circuit, 1994
- US Court of Appeals, Seventh Circuit, 2008
- US District Court, Southern District of New York, 1992
- US District Court, Eastern District of New York, 1992
Clerkships
- Hon. Irving R. Kaufman, US Court of Appeals, Second Circuit
Education
- Columbia Law School, JD
- Editor, Columbia Law Review
- University of California, Los Angeles, BA
- magna cum laude
- Phi Beta Kappa
Michael E. Swartz
Partner
Co-Chair of the Litigation Group, head of the shareholder activism litigation practice and member of the firm’s Executive Committee. Focuses on complex commercial litigation, particularly as it relates to corporate control disputes. Practice includes shareholder activist litigation, private investment fund disputes, M&A litigation, and securities litigation, including class actions.
In one of the most important activist litigation precedents, Michael prevailed in representing Politan Capital Management in a litigation that, if lost, could have eliminated shareholder activism as an asset class. He represented Politan in its dispute with Masimo Corporation regarding its adoption of preclusive advance notice bylaws, which made it virtually impossible for investment funds to nominate candidates for Masimo’s Board. The judge awarded Politan nearly $18 million in fees for forcing Masimo to abandon its entrenchment tactics ahead of a shareholder election of two Politan-backed candidates for Masimo’s board - a case that the judge also called a “cause celebre” and “consequential” for corporate governance: “I don't think it would be an exaggeration to say that Politan blew this case out of the water in terms of achieving pretty much all of the very substantial corporate benefits that it set out to achieve by filing this litigation.” Michael was honored as a runner-up for “Litigator of the Week” by The American Lawyer for his work in this landmark case.
Michael also represented Engine No. 1 in its proxy contest at ExxonMobil and Trian Fund Management in its proxy contest at Procter & Gamble – the two largest proxy contest in U.S. history – and achieved a series of victories on behalf of venBio Select Advisor in its proxy campaign at Immunomedics. Among other things, for venBio, he obtained a TRO blocking the closing of a global license agreement, which effectively would have amounted to a sale of the company.
His other recent litigation experience includes cryptocurrency investment fund disputes, representations of several boards and companies in M&A- and proxy-related litigation; and obtaining dismissal of several Section 16(b) actions brought against investment advisers and the funds they manage, seeking disgorgement of alleged short-swing trading profits.
Michael served as trial counsel to the former Vivendi Universal CFO in a four-month securities class action jury trial. The jury returned a verdict of no liability for Schulte’s client. When representing Pantera Capital Management, a leading crypto investment fund, Michael prevailed following an arbitration hearing in obtaining the first publicly reported opinion in the U.S. finding a usurpation of corporate opportunity in the investment management space.
Michael has been recognized by his peers and clients in Benchmark Litigation, Chambers USA and Lawdragon 500 Leading Litigators in America for his work in securities litigation, The Legal 500 US for his work on M&A litigation, and New York Super Lawyers in the area of business litigation. His litigation victories have been featured in The Hedge Fund Journal, Hedge Fund Legal and Compliance Digest and, recently, the Litigation Group, co-chaired by Michael, won Law360’s “Asset Management Practice Group of the Year” for its representations of leading private investment funds.
Clients have described Michael as “an extremely impressive, experienced litigator,” “creative and tenacious,” and “incredibly knowledgeable, client-focused and a subject matter expert in commercial litigation.”
Michael is Co-Chair of the Board of the Lawyers’ Committee for Civil Rights Under Law.
Class Action Litigation (Securities and M&A)
- Representation of venBio Select Advisor LLC in proxy litigation victory securing majority control of the board of directors and unwinding major corporate transaction at Immunomedics Inc. Immunomedics Inc. v. venBio Select Advisor LLC et al (D. Del.).
- Representation of Trian Fund Management LP in proxy contest securing the election of its CEO and founding partner Nelson Peltz to The Procter & Gamble Company's Board of Directors.
- Representation of Cerberus Capital Management in M&A litigation involving 14 putative shareholder class actions seeking to enjoin Albertsons Companies' $9.2 billion acquisition of Safeway. In re Safeway Inc. Shareholder Litigation (Del. Ch.); and Groen v. Safeway Inc. (CA).
- Trial counsel to former Vivendi Universal CFO in a four-month securities class action jury trial brought by a class of French shareholders and holders of American depository shares. The jury returned a verdict of no liability for Schulte’s client for securities fraud. In re Vivendi Universal, S.A. Securities Litigation (S.D.N.Y.). Reportedly, through year-end 2014, of the 4,435 class actions filed since the enactment of the Private Securities Litigation Reform Act in 1995, only 21 have gone to trial and only 15 of them reached a verdict or a judgment.
- Representation of Marlin Equity Partners in shareholder class actions challenging Marlin’s acquisition of Tellabs. Lambert v. Tellabs, Inc., et al. (N.D. Ill.).
- Representation of Aeroflex and its board of directors in shareholder class actions challenging Cobham’s $1.46 billion acquisition of Aeroflex. Ramon Acevedo v. Aeroflex Holding Corp. (Del. Ch.); and Tom Turberg v. Aeroflex Holding Corp. (N.Y. Sup. Ct.).
- Representation of H&R Block in a shareholder class action regarding alleged proxy disclosure violations on “say-on-pay” and a derivative claim regarding the company’s equity incentive plan. Fisk v. H&R Block, Inc. (Mo.).
- Representation of Morton’s Restaurant Group and its board of directors in class actions challenging Tilman Fertitta’s tender offer for all the outstanding shares of Morton’s. Myers v. Morton’s Restaurant Group, Inc. (Del. Ch.).
- Representation of former chief legal officer of media giant Hollinger International in an SEC enforcement action and securities class action. In re Hollinger International, Inc. Securities Litigation (N.D. Ill.).
Proxy Contest Litigation
- Representation of Land & Buildings regarding the validity of the nomination of directors for election to the board of The Macerich Company. Land & Buildings Capital Growth Fund, L.P. v. Coppola; The Macerich Company v. Land & Buildings Capital Growth Fund, L.P. (Md.).
- Representation of Sandell Asset Management in challenging the validity of a bylaw amendment in a proxy contest regarding Bob Evans Farms. Sandell Asset Management Corp. v. Bob Evans Farms, Inc. (Del. Ch.).
- Representation of TPG-Axon Partners in proxy contest litigation regarding the validity of a consent solicitation, TPG-Axon Partners, LP v. SandRidge Energy, Inc. (Del. Ch.), and litigation regarding proxy puts, Kallick v. SandRidge Energy (Del. Ch.).
- Representation of Equal Energy in an expedited Section 13(d) and Section 14(a) action against a dissident shareholder group. Equal Energy swiftly obtained a broad standstill agreement preventing defendants from nominating directors or participating in a proxy contest. Equal Energy, Ltd. v. Alsaadi, et al. (S.D.N.Y.).
- Trial counsel to a large UK hedge fund, The Children’s Investment Fund (“TCI”), in a bench trial involving proxy litigation commenced by CSX Corp. TCI’s slate was ultimately permitted to run for election to the CSX board. CSX v. The Children’s Investment Fund (S.D.N.Y.).
Antitrust
- Counseling and litigation regarding Sherman and Clayton Act issues, including, among other things, Hart-Scott-Rodino clearance, joint ventures, information sharing, gun jumping, and interlocking directors and officers, as well as representation of clients before the Department of Justice, the Federal Trade Commission, and state attorneys general in connection with mergers, acquisitions and joint ventures.
- Representation of supermarket operator Albertsons Companies before the FTC regarding its $9 billion acquisition of Safeway, creating a diversified network that includes 2,230 stores, 27 distribution facilities and 19 manufacturing plants with over 250,000 employees across 34 states and the District of Columbia.
- Representation of supermarket operator Albertsons Companies before the FTC regarding its all-cash acquisition of Texas-based United Supermarkets, which operated 50 supermarkerts under the United Supermarkets, Market Street and Amigos banners.
- Representation of National Westminster Bank in a multidistrict class action litigation concerning allegations of collusion and other antitrust violations among brokers and providers of guaranteed investment contracts in the municipal derivatives industry. In re Municipal Derivatives Antitrust Litigation (S.D.N.Y.).
- Representation of Chrysler LLC in connection with its strategic alliance with Fiat SpA, as well as in its prior strategic alliance discussions.
- Representation of Credit Suisse First Boston in a DOJ Antitrust Division investigation of fixed-income and foreign exchange electronic trading platforms. DOJ Antitrust Division Investigation of Electronic Trading Platforms.
Section 16(b) Litigation
- Counseling and representing clients in connection with pre-litigation claims and litigation regarding allegations of short-swing profits under Section 16(b) of the Securities Exchange Act.
- Representation of Hudson Bay in a Section 16(b) short-swing profit case, Greenberg v. Hudson Bay Master Fund Ltd. (S.D.N.Y.).
- Representation of TCI in a Section 16(b) short-swing profit case, Donoghue v. CSX (S.D.N.Y.).
Other Litigation
- Trial counsel to a former chief legal officer of Hollinger International in a four-month criminal trial. Client was acquitted on all counts. United States v. Black (N.D. Ill.).
- Counsel to two Cayman Island investment funds in an SEC enforcement action brought in connection with an alleged multiyear Ponzi-like scheme involving hundreds of millions of dollars. SEC v. Illarramendi (D. Conn.).
- Representation of The Royal Bank of Scotland N.V. (formerly known as ABN AMRO Bank N.V.) in a copyright infringement/breach of contract action by a former banking software vendor. Complex Systems, Inc. v. The Royal Bank of Scotland (S.D.N.Y.). The vendor alleged that ABN lost all previously licensed rights in and to the vendor’s software after ABN divested certain U.S.-based businesses to a third party.
- Representation of a plaintiff who sued derivatively on behalf of Frank Brunckhorst Co., a New York LLC that owns and distributes the nationally-famous Boar’s Head Brand®, alleging management’s diversion, through related-party transactions, of hundreds of millions of dollars in profits to an affiliated entity. Bischoff v. Boars Head Provisions Co. (N.Y. Sup. Ct.).
- “DeSantis postures on Bud Light – wielding heavy hand of government again,” The Washington Post, July 21, 2023 (quoted)
- “Who’s Helping Whom ’23: Legal Advisers,” The Deal, July 19, 2023 (featured)
- “‘We will not go quietly’: Tulsa race massacre survivors vow appeal after years-in-the-making lawsuit dismissed,” The Independent, July 10, 2023 (quoted)
- “Greenwood attorneys will appeal Tulsa Massacre lawsuit dismissal,” The Black Wall Street Times, July 10, 2023 (quoted)
- “Survivors plan appeal after Tulsa Race Massacre lawsuit dismissed,” Tulsa World, July 10, 2023 (quoted)
- “Masimo’s Reverse on Bylaws Heads off Legal Fight that Threatened Activist Model,” Activistmonitor, Feb. 9, 2023 (quoted)
- “Masimo, After Ditching Dicey ‘Advance Notice’ Bylaw, Still Faces CEO Pay Trial,” Reuters, Feb. 9, 2023 (quoted)
- “Masimo Urges Chancery To Uphold Founder's Takeover Shield,” Law360, Feb. 3, 2023 (quoted)
- “Survivor of Tulsa Race Massacre, Hughes Van Ellis, turns 102,” The Black Wall Street Times, Jan. 11, 2023 (featured)
- “Survivors of Black Wall Street Massacre Challenge Tulsa’s Atonement Strategy,” Bloomberg CityLab, Nov. 17, 2022 (quoted)
- “Tulsa Reckoning,” ABA Journal, Oct./Nov. 2022 (quoted)
- “USA: Trends and Developments,” Chambers Global Practice Guide: Shareholders’ Rights & Shareholder Activism 2022, Sept. 2022
- Securities Enforcement Quarterly, Schulte Publication, Aug. 2022
- “3rdCirc. Says Pa. Judge Erred in Appointing Bank Custodian,” Law360, July 7, 2022 (quoted)
- “Chancery Court Confirms Polychain Capital Arbitration Ruling,” Law360, July 6, 2022 (quoted)
- “3 Tulsa Massacre Survivors Receive $1 Million Donation,” New York Times, May 19, 2022 (featured)
- “Former Metro Bank boss Vernon Hill fights ousting at US lender,” Financial Times, May 18, 2022 (quoted)
- “'We Survived': Tulsa Race Massacre Survivors Celebrate Latest Ruling,” Yahoo! News, May 10, 2022 (quoted)
- “Survivors of the 1921 Tulsa Race Massacre Vow to Stay Alive 'Until They Get Justice,'” Yahoo! News, May 10, 2022 (featured)
- “Tulsa Massacre Survivors Are One Step Closer to Reparations,” Bloomberg News, May 3, 2022 (quoted)
- “Judge Allows Part of Lawsuit by Tulsa Massacre Survivors Seeking Reparations,” New York Times, May 3, 2022 (quoted)
- “Tulsa Race Massacre Reparations Lawsuit Survives Motion to Deny and Will Move Forward, Judge Rules,” CNN, May 2, 2022 (featured)
- “Judge Rules that Tulsa Massacre Lawsuit Seeking Reparations Can Proceed,” Reuters, May 2, 2022 (featured)
- Securities Enforcement Quarterly, Schulte Publication, May 2022
- The Activist Investing Annual Review 2022, March 2022
- Securities Enforcement Quarterly, Schulte Publication, Jan. 2022
- “Trends and Developments,” Shareholders’ Rights & Shareholder Activism 2021, Oct. 2021
- Securities Enforcement Quarterly, Schulte Publication, Oct. 2021; republished in the Harvard Law School Forum on Corporate Governance, Nov. 2021
- “SPAC Litigation Alert: CEO of Acquisition Target Charged in First Criminal Indictment Connected to a De-SPAC Transaction,” Schulte Alert, Aug. 9, 2021
- Securities Enforcement Quarterly, Schulte Publication, July 2021
- “SPAC Litigation Alert: SPAC Sponsor and CEO Agree to Pay Civil Penalties and Forfeit Sponsor Shares Following SEC’s Charge of Disclosure and Due Diligence Failures,” Schulte Alert, July 20, 2021
- “The SEC Continues to Target Cryptocurrencies and Other Digital Assets,” Schulte Alert, June 28, 2021
- Securities Enforcement Quarterly, Schulte Publication, April 2021
- “SPAC Litigation Alert: SEC Cautions SPAC Participants that Claims of Reduced Liability Exposure Are Overstated,” Schulte Alert, April 13, 2021
- “SPAC Litigation Alert: Kwame Amo v. MultiPlan,” Schulte Alert, March 29, 2021
- Fall 2020 Shareholder Activism Insight (Activist Insight in association with Schulte), November 2020
- “Trends and Developments,” Shareholders' Rights & Shareholder Activism 2020, October 2020; republished in the Harvard Law School Forum on Corporate Governance, Nov. 15 2020
- “Litigation Alert – Force Majeure Under New York and Delaware Law,” Schulte Alert, March 19, 2020
- “Deal Terms – Assessing Material Adverse Change Clauses and Other Deal Certainty Considerations Under and After COVID-19,” Schulte Alert, March 16, 2020
- “Schedule 13/Section 16 – Coronavirus Update for Private Fund Managers – Limited SEC Filing Relief for Schedule 13G Filers and Unchanged Schedule 13D and Section 16 Obligations,” Schulte Alert, March 15, 2020
- Contributor, 2020 Shareholder Activism Insight (Activist Insight in association with Schulte)
- “Information Sharing with Market Professionals,” Insider Trading Law and Compliance Answer Book (Practising Law Institute), 2011-2020
- Contributor, The Activist Investing Annual Review 2019 (Activist Insight in association with Schulte)
- Contributor, Shareholder Activism Insight (Schulte in association with Activist Insight and Okapi Partners), October 2018
- Contributor, The Activist Investing Annual Review 2018 (Activist Insight in association with Schulte)
- “Immunomedics Proxy Contest: Schulte Roth & Zabel Achieves Unprecedented Litigation Victories,” The Hedge Fund Journal, June 2017
- “Schulte’s Michael Swartz Discusses Section 16(b) Litigation, Exemptions and Strategies for Hedge Fund Managers to Reduce Risks of Non-Compliance,” Hedge Fund Legal and Compliance Digest, April 6, 2017
- Contributor, The Activist Investing Annual Review 2017 (Activist Insight in association with Schulte)
- “Activism and Passivity: HSR Act and Section 13(d) Developments for Investors,” Schulte Alert, July 28, 2016 (co-author); republished in Westlaw Journal – Derivatives, Aug. 11, 2016, Westlaw Journal – Securities Litigation & Regulation, Aug. 18, 2016, and The Hedge Fund Journal, September 2016
- “Activist Investing Update: DOJ’s HSR Action Against ValueAct Highlights Uncertainties Regarding the ‘Investment-Only’ Exemption,” Schulte Alert, May 20, 2016 (co-author); republished in The Hedge Fund Journal, June 2016
- Contributor, The Activist Investing Annual Review 2016 (Activist Insight in association with Schulte)
- “Regulatory Change: 2015 Diagnosis, 2016 Prognosis – Schulte Roth & Zabel’s Leading Securities Litigation Practice,” The Hedge Fund Journal, November 2015 (profile)
- “Hiring the Investment Banker – Common Sense Tips for Avoiding Problems in M&A Deals,” NYSE Governance Services, Oct. 30, 2015 (co-author)
- “Hart-Scott-Rodino Filing Update: Recent Settlement Interprets ‘Investment-Only’ Exemption Narrowly,” Schulte Alert, Sept. 3, 2015 (co-author); republished in Bloomberg BNA – World Securities Law Report, Sept. 30, 2015
- “Understanding ‘What’s Market,’” Private Equity International, June 2015 (co-author)
- “Lessons for Directors Considering Partnerships with Activists,” NYSE Governance Services, March 27, 2015 (co-author)
- Contributor, Shareholder Activism Insight (Schulte in association with Mergermarket), 2014
- “Top 10 Considerations When Selling Your Company to a PE Firm,” Boardmember.com Insights, May 31, 2013 and Opalesque Private Equity Strategies, Aug. 26, 2013 (co-author)
- “In What Circumstances May Hedge Fund Investors Bring Proceedings in the Name of the Fund for a Wrong Committed Against the Fund, When Those in Control of It Refuse to Do So?,” The Hedge Fund Law Report, Jan. 17, 2013 (co-author)
- “Supreme Court Confines ‘Honest Services’ Statute in Case Involving Schulte Client,” Schulte Alert, June 24, 2010
- “New Regulatory Scrutiny of Communications Among Hedge Fund Managers,” Schulte Alert, March 11, 2010 (co-author)
- “Private Equity Groups Under Common Legal Control Constitute a Single Enterprise Under the Antitrust Laws,” NYU Journal of Law & Business, Winter 2007 (co-author)
- “Buyer Beware: Consummating Non-HSR Reportable Transactions May Prove Costly in the End,” American Bar Association Antitrust Litigator, Winter 2007 (co-author)
- “Private Equity Groups Under Common Legal Control Constitute a Single Enterprise Under the Antitrust Laws,” NYU Journal of Law & Business, Fall 2006 (co-author)
- “Trial Participant Speech Restrictions: Gagging First Amendment Rights,” 90 Colum. L. Rev. 1411, 1990
- Fireside Chat, Stout Summit, November 2023
- “Activism,” Schulte Private Capital Conversations, July 2023
- Top Story with Tom Lamas, July 2023
- “Advance Notice Bylaws Gone Too Far: The Masimo Case,” Schulte 13th Annual Shareholder Activism Conference, May 2023
- “Examining the Surge in Companies Adopting Unilateral Advance Notice Bylaws,” Council of Institutional Investors Webinar, December 2022
- “Private Funds – Managing Litigation Risk,” Schulte 31st Annual Private Investment Funds Seminar, January 2022
- “Activism,” Schulte 30th Annual Private Investment Funds Seminar, January 2021
- “Litigation,” Schulte 11th Annual Shareholder Activism Conference, November 2020
- “Litigation and Enforcement,” Schulte 29th Annual Private Investment Funds Seminar, New York, January 2020
- “Fund, Tax, Regulatory and Litigation Issues in Shareholder Activism,” Schulte 10th Annual Shareholder Activism Conference, New York, October 2019
- “Crisis Management,” Schulte 28th Annual Private Investment Funds Seminar, New York, January 2019
- Moderator, “Specialty Activism: REITs, Banking, Litigation and ’40 Act Funds,” Schulte 9th Annual Shareholder Activism Conference, New York, October 2018
- “Investigating Contested Votes: Navigating the Snake Pit,” 13D Monitor 2018 Active-Passive Investor Summit, New York, April 2018
- “Activist Litigation as a Tool in Proxy Fights: Breaking Down or Fortifying Board Defense?” Skytop Strategies Shareholder Activism – Unlocking Shareholder Value, New York, January 2018
- “Shareholder Activism,” Schulte 27th Annual Private Investment Funds Seminar, New York, January 2018
- “Anatomy of a Proxy Contest: venBio Case Study,” Schulte 8th Annual Shareholder Activism Conference, New York, October 2017
- Moderator, “Current Developments in Shareholder Activism,” Schulte 7th Annual Shareholder Activism Conference, New York, November 2016
- “Exercising Statutory Appraisal Rights,” Bernstein Litowitz Berger & Grossmann LLP Seminar, New York, April 2016
- “Doing M&A Deals: Strategies to Minimize Deal Risk,” NYSE Governance Services General Counsel Forum & Compliance Workshop, New York, November 2015
- “M&A – The Legal Department’s Role in Due Diligence, Managing Risk and Getting the Deal Done,” NYSE Governance Services General Counsel Forum, New York, November 2014
- “Current Developments in Shareholder Activism,” Schulte 5th Annual Shareholder Activism Conference, New York, October 2014
- “Deal Trend: Focus on Retail,” Schulte 2nd Annual Private Equity Fund Conference, New York, June 2014
- “Privilege, Waiver and Consequences: USA and Canada,” Cambridge Forums Cross-Border Litigation Forum, Cambridge, Ontario, February 2014
- “Shareholder Activism,” Schulte 23rd Annual Private Investment Funds Seminar, New York, January 2014
- “M&A – The Legal Department’s Role in Due Diligence, Managing Risk and Getting the Deal Done,” NYSE Board Member General Counsel Forum, New York, November 2013
- “Current Developments in Shareholder Activism,” Schulte 4th Annual Shareholder Activism Conference, New York, October 2013
- “The New Threat – Plaintiffs’ Bar Targeting ‘Say on Pay’ Proxy Disclosures to Enjoin Votes at Annual Meetings,” Corporate Board Member Live from the Exchange Webinar, May 2013
- The George Washington University Center for Law, Economics & Finance Private Equity M&A Roundtable, New York, March 2013
- “The New Threat – Plaintiffs’ Bar Targeting ‘Say on Pay’ Proxy Disclosures to Enjoin Annual Meetings,” Schulte Public Company Hot Topics, New York, February 2013
- “The Barclays LIBOR Interest Rate Manipulation Scandal: In-Depth Analysis of the Case and Prediction on Possible Outcomes and Implications,” West LegalEdcenter Webcast, August 2012
- “Relationships With Institutional Investors,” Schulte 21st Annual Private Investment Funds Seminar, New York, January 2012
- “The Changing Landscape of the Investor-Manager Relationships Negotiating with Sizeable Investors,” Schulte Investment Management Hot Topics, New York, May 2010
- “Disclosure and Reporting Under Sections 13 and 16: Groups and Swaps Post-CSX,” Schulte 18th Annual Private Investment Funds Seminar, New York, January 2009
- Antitrust and Litigation Sections, American Bar Association
- American Bar Foundation
- International Bar Association
- New York City Bar Association
- Mid-Atlantic Regional Vice Chair; Executive Committee Member, Board of the Lawyers’ Committee for Civil Rights Under Law
- Chambers US – Litigation: Securities
- Benchmark Litigation
- The Legal 500 US – General Commercial Disputes, M&A Litigation: Defense, Securities Litigation: Defense, Shareholder Activism
- New York Super Lawyers – Business Litigation
- Lawdragon – 500 Leading Litigators in America
Class Action Litigation (Securities and M&A)
- Representation of venBio Select Advisor LLC in proxy litigation victory securing majority control of the board of directors and unwinding major corporate transaction at Immunomedics Inc. Immunomedics Inc. v. venBio Select Advisor LLC et al (D. Del.).
- Representation of Trian Fund Management LP in proxy contest securing the election of its CEO and founding partner Nelson Peltz to The Procter & Gamble Company's Board of Directors.
- Representation of Cerberus Capital Management in M&A litigation involving 14 putative shareholder class actions seeking to enjoin Albertsons Companies' $9.2 billion acquisition of Safeway. In re Safeway Inc. Shareholder Litigation (Del. Ch.); and Groen v. Safeway Inc. (CA).
- Trial counsel to former Vivendi Universal CFO in a four-month securities class action jury trial brought by a class of French shareholders and holders of American depository shares. The jury returned a verdict of no liability for Schulte’s client for securities fraud. In re Vivendi Universal, S.A. Securities Litigation (S.D.N.Y.). Reportedly, through year-end 2014, of the 4,435 class actions filed since the enactment of the Private Securities Litigation Reform Act in 1995, only 21 have gone to trial and only 15 of them reached a verdict or a judgment.
- Representation of Marlin Equity Partners in shareholder class actions challenging Marlin’s acquisition of Tellabs. Lambert v. Tellabs, Inc., et al. (N.D. Ill.).
- Representation of Aeroflex and its board of directors in shareholder class actions challenging Cobham’s $1.46 billion acquisition of Aeroflex. Ramon Acevedo v. Aeroflex Holding Corp. (Del. Ch.); and Tom Turberg v. Aeroflex Holding Corp. (N.Y. Sup. Ct.).
- Representation of H&R Block in a shareholder class action regarding alleged proxy disclosure violations on “say-on-pay” and a derivative claim regarding the company’s equity incentive plan. Fisk v. H&R Block, Inc. (Mo.).
- Representation of Morton’s Restaurant Group and its board of directors in class actions challenging Tilman Fertitta’s tender offer for all the outstanding shares of Morton’s. Myers v. Morton’s Restaurant Group, Inc. (Del. Ch.).
- Representation of former chief legal officer of media giant Hollinger International in an SEC enforcement action and securities class action. In re Hollinger International, Inc. Securities Litigation (N.D. Ill.).
Proxy Contest Litigation
- Representation of Land & Buildings regarding the validity of the nomination of directors for election to the board of The Macerich Company. Land & Buildings Capital Growth Fund, L.P. v. Coppola; The Macerich Company v. Land & Buildings Capital Growth Fund, L.P. (Md.).
- Representation of Sandell Asset Management in challenging the validity of a bylaw amendment in a proxy contest regarding Bob Evans Farms. Sandell Asset Management Corp. v. Bob Evans Farms, Inc. (Del. Ch.).
- Representation of TPG-Axon Partners in proxy contest litigation regarding the validity of a consent solicitation, TPG-Axon Partners, LP v. SandRidge Energy, Inc. (Del. Ch.), and litigation regarding proxy puts, Kallick v. SandRidge Energy (Del. Ch.).
- Representation of Equal Energy in an expedited Section 13(d) and Section 14(a) action against a dissident shareholder group. Equal Energy swiftly obtained a broad standstill agreement preventing defendants from nominating directors or participating in a proxy contest. Equal Energy, Ltd. v. Alsaadi, et al. (S.D.N.Y.).
- Trial counsel to a large UK hedge fund, The Children’s Investment Fund (“TCI”), in a bench trial involving proxy litigation commenced by CSX Corp. TCI’s slate was ultimately permitted to run for election to the CSX board. CSX v. The Children’s Investment Fund (S.D.N.Y.).
Antitrust
- Counseling and litigation regarding Sherman and Clayton Act issues, including, among other things, Hart-Scott-Rodino clearance, joint ventures, information sharing, gun jumping, and interlocking directors and officers, as well as representation of clients before the Department of Justice, the Federal Trade Commission, and state attorneys general in connection with mergers, acquisitions and joint ventures.
- Representation of supermarket operator Albertsons Companies before the FTC regarding its $9 billion acquisition of Safeway, creating a diversified network that includes 2,230 stores, 27 distribution facilities and 19 manufacturing plants with over 250,000 employees across 34 states and the District of Columbia.
- Representation of supermarket operator Albertsons Companies before the FTC regarding its all-cash acquisition of Texas-based United Supermarkets, which operated 50 supermarkerts under the United Supermarkets, Market Street and Amigos banners.
- Representation of National Westminster Bank in a multidistrict class action litigation concerning allegations of collusion and other antitrust violations among brokers and providers of guaranteed investment contracts in the municipal derivatives industry. In re Municipal Derivatives Antitrust Litigation (S.D.N.Y.).
- Representation of Chrysler LLC in connection with its strategic alliance with Fiat SpA, as well as in its prior strategic alliance discussions.
- Representation of Credit Suisse First Boston in a DOJ Antitrust Division investigation of fixed-income and foreign exchange electronic trading platforms. DOJ Antitrust Division Investigation of Electronic Trading Platforms.
Section 16(b) Litigation
- Counseling and representing clients in connection with pre-litigation claims and litigation regarding allegations of short-swing profits under Section 16(b) of the Securities Exchange Act.
- Representation of Hudson Bay in a Section 16(b) short-swing profit case, Greenberg v. Hudson Bay Master Fund Ltd. (S.D.N.Y.).
- Representation of TCI in a Section 16(b) short-swing profit case, Donoghue v. CSX (S.D.N.Y.).
Other Litigation
- Trial counsel to a former chief legal officer of Hollinger International in a four-month criminal trial. Client was acquitted on all counts. United States v. Black (N.D. Ill.).
- Counsel to two Cayman Island investment funds in an SEC enforcement action brought in connection with an alleged multiyear Ponzi-like scheme involving hundreds of millions of dollars. SEC v. Illarramendi (D. Conn.).
- Representation of The Royal Bank of Scotland N.V. (formerly known as ABN AMRO Bank N.V.) in a copyright infringement/breach of contract action by a former banking software vendor. Complex Systems, Inc. v. The Royal Bank of Scotland (S.D.N.Y.). The vendor alleged that ABN lost all previously licensed rights in and to the vendor’s software after ABN divested certain U.S.-based businesses to a third party.
- Representation of a plaintiff who sued derivatively on behalf of Frank Brunckhorst Co., a New York LLC that owns and distributes the nationally-famous Boar’s Head Brand®, alleging management’s diversion, through related-party transactions, of hundreds of millions of dollars in profits to an affiliated entity. Bischoff v. Boars Head Provisions Co. (N.Y. Sup. Ct.).
- “DeSantis postures on Bud Light – wielding heavy hand of government again,” The Washington Post, July 21, 2023 (quoted)
- “Who’s Helping Whom ’23: Legal Advisers,” The Deal, July 19, 2023 (featured)
- “‘We will not go quietly’: Tulsa race massacre survivors vow appeal after years-in-the-making lawsuit dismissed,” The Independent, July 10, 2023 (quoted)
- “Greenwood attorneys will appeal Tulsa Massacre lawsuit dismissal,” The Black Wall Street Times, July 10, 2023 (quoted)
- “Survivors plan appeal after Tulsa Race Massacre lawsuit dismissed,” Tulsa World, July 10, 2023 (quoted)
- “Masimo’s Reverse on Bylaws Heads off Legal Fight that Threatened Activist Model,” Activistmonitor, Feb. 9, 2023 (quoted)
- “Masimo, After Ditching Dicey ‘Advance Notice’ Bylaw, Still Faces CEO Pay Trial,” Reuters, Feb. 9, 2023 (quoted)
- “Masimo Urges Chancery To Uphold Founder's Takeover Shield,” Law360, Feb. 3, 2023 (quoted)
- “Survivor of Tulsa Race Massacre, Hughes Van Ellis, turns 102,” The Black Wall Street Times, Jan. 11, 2023 (featured)
- “Survivors of Black Wall Street Massacre Challenge Tulsa’s Atonement Strategy,” Bloomberg CityLab, Nov. 17, 2022 (quoted)
- “Tulsa Reckoning,” ABA Journal, Oct./Nov. 2022 (quoted)
- “USA: Trends and Developments,” Chambers Global Practice Guide: Shareholders’ Rights & Shareholder Activism 2022, Sept. 2022
- Securities Enforcement Quarterly, Schulte Publication, Aug. 2022
- “3rdCirc. Says Pa. Judge Erred in Appointing Bank Custodian,” Law360, July 7, 2022 (quoted)
- “Chancery Court Confirms Polychain Capital Arbitration Ruling,” Law360, July 6, 2022 (quoted)
- “3 Tulsa Massacre Survivors Receive $1 Million Donation,” New York Times, May 19, 2022 (featured)
- “Former Metro Bank boss Vernon Hill fights ousting at US lender,” Financial Times, May 18, 2022 (quoted)
- “'We Survived': Tulsa Race Massacre Survivors Celebrate Latest Ruling,” Yahoo! News, May 10, 2022 (quoted)
- “Survivors of the 1921 Tulsa Race Massacre Vow to Stay Alive 'Until They Get Justice,'” Yahoo! News, May 10, 2022 (featured)
- “Tulsa Massacre Survivors Are One Step Closer to Reparations,” Bloomberg News, May 3, 2022 (quoted)
- “Judge Allows Part of Lawsuit by Tulsa Massacre Survivors Seeking Reparations,” New York Times, May 3, 2022 (quoted)
- “Tulsa Race Massacre Reparations Lawsuit Survives Motion to Deny and Will Move Forward, Judge Rules,” CNN, May 2, 2022 (featured)
- “Judge Rules that Tulsa Massacre Lawsuit Seeking Reparations Can Proceed,” Reuters, May 2, 2022 (featured)
- Securities Enforcement Quarterly, Schulte Publication, May 2022
- The Activist Investing Annual Review 2022, March 2022
- Securities Enforcement Quarterly, Schulte Publication, Jan. 2022
- “Trends and Developments,” Shareholders’ Rights & Shareholder Activism 2021, Oct. 2021
- Securities Enforcement Quarterly, Schulte Publication, Oct. 2021; republished in the Harvard Law School Forum on Corporate Governance, Nov. 2021
- “SPAC Litigation Alert: CEO of Acquisition Target Charged in First Criminal Indictment Connected to a De-SPAC Transaction,” Schulte Alert, Aug. 9, 2021
- Securities Enforcement Quarterly, Schulte Publication, July 2021
- “SPAC Litigation Alert: SPAC Sponsor and CEO Agree to Pay Civil Penalties and Forfeit Sponsor Shares Following SEC’s Charge of Disclosure and Due Diligence Failures,” Schulte Alert, July 20, 2021
- “The SEC Continues to Target Cryptocurrencies and Other Digital Assets,” Schulte Alert, June 28, 2021
- Securities Enforcement Quarterly, Schulte Publication, April 2021
- “SPAC Litigation Alert: SEC Cautions SPAC Participants that Claims of Reduced Liability Exposure Are Overstated,” Schulte Alert, April 13, 2021
- “SPAC Litigation Alert: Kwame Amo v. MultiPlan,” Schulte Alert, March 29, 2021
- Fall 2020 Shareholder Activism Insight (Activist Insight in association with Schulte), November 2020
- “Trends and Developments,” Shareholders' Rights & Shareholder Activism 2020, October 2020; republished in the Harvard Law School Forum on Corporate Governance, Nov. 15 2020
- “Litigation Alert – Force Majeure Under New York and Delaware Law,” Schulte Alert, March 19, 2020
- “Deal Terms – Assessing Material Adverse Change Clauses and Other Deal Certainty Considerations Under and After COVID-19,” Schulte Alert, March 16, 2020
- “Schedule 13/Section 16 – Coronavirus Update for Private Fund Managers – Limited SEC Filing Relief for Schedule 13G Filers and Unchanged Schedule 13D and Section 16 Obligations,” Schulte Alert, March 15, 2020
- Contributor, 2020 Shareholder Activism Insight (Activist Insight in association with Schulte)
- “Information Sharing with Market Professionals,” Insider Trading Law and Compliance Answer Book (Practising Law Institute), 2011-2020
- Contributor, The Activist Investing Annual Review 2019 (Activist Insight in association with Schulte)
- Contributor, Shareholder Activism Insight (Schulte in association with Activist Insight and Okapi Partners), October 2018
- Contributor, The Activist Investing Annual Review 2018 (Activist Insight in association with Schulte)
- “Immunomedics Proxy Contest: Schulte Roth & Zabel Achieves Unprecedented Litigation Victories,” The Hedge Fund Journal, June 2017
- “Schulte’s Michael Swartz Discusses Section 16(b) Litigation, Exemptions and Strategies for Hedge Fund Managers to Reduce Risks of Non-Compliance,” Hedge Fund Legal and Compliance Digest, April 6, 2017
- Contributor, The Activist Investing Annual Review 2017 (Activist Insight in association with Schulte)
- “Activism and Passivity: HSR Act and Section 13(d) Developments for Investors,” Schulte Alert, July 28, 2016 (co-author); republished in Westlaw Journal – Derivatives, Aug. 11, 2016, Westlaw Journal – Securities Litigation & Regulation, Aug. 18, 2016, and The Hedge Fund Journal, September 2016
- “Activist Investing Update: DOJ’s HSR Action Against ValueAct Highlights Uncertainties Regarding the ‘Investment-Only’ Exemption,” Schulte Alert, May 20, 2016 (co-author); republished in The Hedge Fund Journal, June 2016
- Contributor, The Activist Investing Annual Review 2016 (Activist Insight in association with Schulte)
- “Regulatory Change: 2015 Diagnosis, 2016 Prognosis – Schulte Roth & Zabel’s Leading Securities Litigation Practice,” The Hedge Fund Journal, November 2015 (profile)
- “Hiring the Investment Banker – Common Sense Tips for Avoiding Problems in M&A Deals,” NYSE Governance Services, Oct. 30, 2015 (co-author)
- “Hart-Scott-Rodino Filing Update: Recent Settlement Interprets ‘Investment-Only’ Exemption Narrowly,” Schulte Alert, Sept. 3, 2015 (co-author); republished in Bloomberg BNA – World Securities Law Report, Sept. 30, 2015
- “Understanding ‘What’s Market,’” Private Equity International, June 2015 (co-author)
- “Lessons for Directors Considering Partnerships with Activists,” NYSE Governance Services, March 27, 2015 (co-author)
- Contributor, Shareholder Activism Insight (Schulte in association with Mergermarket), 2014
- “Top 10 Considerations When Selling Your Company to a PE Firm,” Boardmember.com Insights, May 31, 2013 and Opalesque Private Equity Strategies, Aug. 26, 2013 (co-author)
- “In What Circumstances May Hedge Fund Investors Bring Proceedings in the Name of the Fund for a Wrong Committed Against the Fund, When Those in Control of It Refuse to Do So?,” The Hedge Fund Law Report, Jan. 17, 2013 (co-author)
- “Supreme Court Confines ‘Honest Services’ Statute in Case Involving Schulte Client,” Schulte Alert, June 24, 2010
- “New Regulatory Scrutiny of Communications Among Hedge Fund Managers,” Schulte Alert, March 11, 2010 (co-author)
- “Private Equity Groups Under Common Legal Control Constitute a Single Enterprise Under the Antitrust Laws,” NYU Journal of Law & Business, Winter 2007 (co-author)
- “Buyer Beware: Consummating Non-HSR Reportable Transactions May Prove Costly in the End,” American Bar Association Antitrust Litigator, Winter 2007 (co-author)
- “Private Equity Groups Under Common Legal Control Constitute a Single Enterprise Under the Antitrust Laws,” NYU Journal of Law & Business, Fall 2006 (co-author)
- “Trial Participant Speech Restrictions: Gagging First Amendment Rights,” 90 Colum. L. Rev. 1411, 1990
- Fireside Chat, Stout Summit, November 2023
- “Activism,” Schulte Private Capital Conversations, July 2023
- Top Story with Tom Lamas, July 2023
- “Advance Notice Bylaws Gone Too Far: The Masimo Case,” Schulte 13th Annual Shareholder Activism Conference, May 2023
- “Examining the Surge in Companies Adopting Unilateral Advance Notice Bylaws,” Council of Institutional Investors Webinar, December 2022
- “Private Funds – Managing Litigation Risk,” Schulte 31st Annual Private Investment Funds Seminar, January 2022
- “Activism,” Schulte 30th Annual Private Investment Funds Seminar, January 2021
- “Litigation,” Schulte 11th Annual Shareholder Activism Conference, November 2020
- “Litigation and Enforcement,” Schulte 29th Annual Private Investment Funds Seminar, New York, January 2020
- “Fund, Tax, Regulatory and Litigation Issues in Shareholder Activism,” Schulte 10th Annual Shareholder Activism Conference, New York, October 2019
- “Crisis Management,” Schulte 28th Annual Private Investment Funds Seminar, New York, January 2019
- Moderator, “Specialty Activism: REITs, Banking, Litigation and ’40 Act Funds,” Schulte 9th Annual Shareholder Activism Conference, New York, October 2018
- “Investigating Contested Votes: Navigating the Snake Pit,” 13D Monitor 2018 Active-Passive Investor Summit, New York, April 2018
- “Activist Litigation as a Tool in Proxy Fights: Breaking Down or Fortifying Board Defense?” Skytop Strategies Shareholder Activism – Unlocking Shareholder Value, New York, January 2018
- “Shareholder Activism,” Schulte 27th Annual Private Investment Funds Seminar, New York, January 2018
- “Anatomy of a Proxy Contest: venBio Case Study,” Schulte 8th Annual Shareholder Activism Conference, New York, October 2017
- Moderator, “Current Developments in Shareholder Activism,” Schulte 7th Annual Shareholder Activism Conference, New York, November 2016
- “Exercising Statutory Appraisal Rights,” Bernstein Litowitz Berger & Grossmann LLP Seminar, New York, April 2016
- “Doing M&A Deals: Strategies to Minimize Deal Risk,” NYSE Governance Services General Counsel Forum & Compliance Workshop, New York, November 2015
- “M&A – The Legal Department’s Role in Due Diligence, Managing Risk and Getting the Deal Done,” NYSE Governance Services General Counsel Forum, New York, November 2014
- “Current Developments in Shareholder Activism,” Schulte 5th Annual Shareholder Activism Conference, New York, October 2014
- “Deal Trend: Focus on Retail,” Schulte 2nd Annual Private Equity Fund Conference, New York, June 2014
- “Privilege, Waiver and Consequences: USA and Canada,” Cambridge Forums Cross-Border Litigation Forum, Cambridge, Ontario, February 2014
- “Shareholder Activism,” Schulte 23rd Annual Private Investment Funds Seminar, New York, January 2014
- “M&A – The Legal Department’s Role in Due Diligence, Managing Risk and Getting the Deal Done,” NYSE Board Member General Counsel Forum, New York, November 2013
- “Current Developments in Shareholder Activism,” Schulte 4th Annual Shareholder Activism Conference, New York, October 2013
- “The New Threat – Plaintiffs’ Bar Targeting ‘Say on Pay’ Proxy Disclosures to Enjoin Votes at Annual Meetings,” Corporate Board Member Live from the Exchange Webinar, May 2013
- The George Washington University Center for Law, Economics & Finance Private Equity M&A Roundtable, New York, March 2013
- “The New Threat – Plaintiffs’ Bar Targeting ‘Say on Pay’ Proxy Disclosures to Enjoin Annual Meetings,” Schulte Public Company Hot Topics, New York, February 2013
- “The Barclays LIBOR Interest Rate Manipulation Scandal: In-Depth Analysis of the Case and Prediction on Possible Outcomes and Implications,” West LegalEdcenter Webcast, August 2012
- “Relationships With Institutional Investors,” Schulte 21st Annual Private Investment Funds Seminar, New York, January 2012
- “The Changing Landscape of the Investor-Manager Relationships Negotiating with Sizeable Investors,” Schulte Investment Management Hot Topics, New York, May 2010
- “Disclosure and Reporting Under Sections 13 and 16: Groups and Swaps Post-CSX,” Schulte 18th Annual Private Investment Funds Seminar, New York, January 2009
- Antitrust and Litigation Sections, American Bar Association
- American Bar Foundation
- International Bar Association
- New York City Bar Association
- Mid-Atlantic Regional Vice Chair; Executive Committee Member, Board of the Lawyers’ Committee for Civil Rights Under Law
- Chambers US – Litigation: Securities
- Benchmark Litigation
- The Legal 500 US – General Commercial Disputes, M&A Litigation: Defense, Securities Litigation: Defense, Shareholder Activism
- New York Super Lawyers – Business Litigation
- Lawdragon – 500 Leading Litigators in America
Michael E. Swartz
Partner
Co-Chair of the Litigation Group, head of the shareholder activism litigation practice and member of the firm’s Executive Committee. Focuses on complex commercial litigation, particularly as it relates to corporate control disputes. Practice includes shareholder activist litigation, private investment fund disputes, M&A litigation, and securities litigation, including class actions.
In one of the most important activist litigation precedents, Michael prevailed in representing Politan Capital Management in a litigation that, if lost, could have eliminated shareholder activism as an asset class. He represented Politan in its dispute with Masimo Corporation regarding its adoption of preclusive advance notice bylaws, which made it virtually impossible for investment funds to nominate candidates for Masimo’s Board. The judge awarded Politan nearly $18 million in fees for forcing Masimo to abandon its entrenchment tactics ahead of a shareholder election of two Politan-backed candidates for Masimo’s board - a case that the judge also called a “cause celebre” and “consequential” for corporate governance: “I don't think it would be an exaggeration to say that Politan blew this case out of the water in terms of achieving pretty much all of the very substantial corporate benefits that it set out to achieve by filing this litigation.” Michael was honored as a runner-up for “Litigator of the Week” by The American Lawyer for his work in this landmark case.
Michael also represented Engine No. 1 in its proxy contest at ExxonMobil and Trian Fund Management in its proxy contest at Procter & Gamble – the two largest proxy contest in U.S. history – and achieved a series of victories on behalf of venBio Select Advisor in its proxy campaign at Immunomedics. Among other things, for venBio, he obtained a TRO blocking the closing of a global license agreement, which effectively would have amounted to a sale of the company.
His other recent litigation experience includes cryptocurrency investment fund disputes, representations of several boards and companies in M&A- and proxy-related litigation; and obtaining dismissal of several Section 16(b) actions brought against investment advisers and the funds they manage, seeking disgorgement of alleged short-swing trading profits.
Michael served as trial counsel to the former Vivendi Universal CFO in a four-month securities class action jury trial. The jury returned a verdict of no liability for Schulte’s client. When representing Pantera Capital Management, a leading crypto investment fund, Michael prevailed following an arbitration hearing in obtaining the first publicly reported opinion in the U.S. finding a usurpation of corporate opportunity in the investment management space.
Michael has been recognized by his peers and clients in Benchmark Litigation, Chambers USA and Lawdragon 500 Leading Litigators in America for his work in securities litigation, The Legal 500 US for his work on M&A litigation, and New York Super Lawyers in the area of business litigation. His litigation victories have been featured in The Hedge Fund Journal, Hedge Fund Legal and Compliance Digest and, recently, the Litigation Group, co-chaired by Michael, won Law360’s “Asset Management Practice Group of the Year” for its representations of leading private investment funds.
Clients have described Michael as “an extremely impressive, experienced litigator,” “creative and tenacious,” and “incredibly knowledgeable, client-focused and a subject matter expert in commercial litigation.”
Michael is Co-Chair of the Board of the Lawyers’ Committee for Civil Rights Under Law.
Bar Admissions
- New York
Court Admissions
- US Supreme Court, 1997
- US Court of Appeals, First Circuit, 1998
- US Court of Appeals, Second Circuit, 1994
- US Court of Appeals, Seventh Circuit, 2008
- US District Court, Southern District of New York, 1992
- US District Court, Eastern District of New York, 1992
Clerkships
- Hon. Irving R. Kaufman, US Court of Appeals, Second Circuit
Education
- Columbia Law School, JD
- Editor, Columbia Law Review
- University of California, Los Angeles, BA
- magna cum laude
- Phi Beta Kappa
Class Action Litigation (Securities and M&A)
- Representation of venBio Select Advisor LLC in proxy litigation victory securing majority control of the board of directors and unwinding major corporate transaction at Immunomedics Inc. Immunomedics Inc. v. venBio Select Advisor LLC et al (D. Del.).
- Representation of Trian Fund Management LP in proxy contest securing the election of its CEO and founding partner Nelson Peltz to The Procter & Gamble Company's Board of Directors.
- Representation of Cerberus Capital Management in M&A litigation involving 14 putative shareholder class actions seeking to enjoin Albertsons Companies' $9.2 billion acquisition of Safeway. In re Safeway Inc. Shareholder Litigation (Del. Ch.); and Groen v. Safeway Inc. (CA).
- Trial counsel to former Vivendi Universal CFO in a four-month securities class action jury trial brought by a class of French shareholders and holders of American depository shares. The jury returned a verdict of no liability for Schulte’s client for securities fraud. In re Vivendi Universal, S.A. Securities Litigation (S.D.N.Y.). Reportedly, through year-end 2014, of the 4,435 class actions filed since the enactment of the Private Securities Litigation Reform Act in 1995, only 21 have gone to trial and only 15 of them reached a verdict or a judgment.
- Representation of Marlin Equity Partners in shareholder class actions challenging Marlin’s acquisition of Tellabs. Lambert v. Tellabs, Inc., et al. (N.D. Ill.).
- Representation of Aeroflex and its board of directors in shareholder class actions challenging Cobham’s $1.46 billion acquisition of Aeroflex. Ramon Acevedo v. Aeroflex Holding Corp. (Del. Ch.); and Tom Turberg v. Aeroflex Holding Corp. (N.Y. Sup. Ct.).
- Representation of H&R Block in a shareholder class action regarding alleged proxy disclosure violations on “say-on-pay” and a derivative claim regarding the company’s equity incentive plan. Fisk v. H&R Block, Inc. (Mo.).
- Representation of Morton’s Restaurant Group and its board of directors in class actions challenging Tilman Fertitta’s tender offer for all the outstanding shares of Morton’s. Myers v. Morton’s Restaurant Group, Inc. (Del. Ch.).
- Representation of former chief legal officer of media giant Hollinger International in an SEC enforcement action and securities class action. In re Hollinger International, Inc. Securities Litigation (N.D. Ill.).
Proxy Contest Litigation
- Representation of Land & Buildings regarding the validity of the nomination of directors for election to the board of The Macerich Company. Land & Buildings Capital Growth Fund, L.P. v. Coppola; The Macerich Company v. Land & Buildings Capital Growth Fund, L.P. (Md.).
- Representation of Sandell Asset Management in challenging the validity of a bylaw amendment in a proxy contest regarding Bob Evans Farms. Sandell Asset Management Corp. v. Bob Evans Farms, Inc. (Del. Ch.).
- Representation of TPG-Axon Partners in proxy contest litigation regarding the validity of a consent solicitation, TPG-Axon Partners, LP v. SandRidge Energy, Inc. (Del. Ch.), and litigation regarding proxy puts, Kallick v. SandRidge Energy (Del. Ch.).
- Representation of Equal Energy in an expedited Section 13(d) and Section 14(a) action against a dissident shareholder group. Equal Energy swiftly obtained a broad standstill agreement preventing defendants from nominating directors or participating in a proxy contest. Equal Energy, Ltd. v. Alsaadi, et al. (S.D.N.Y.).
- Trial counsel to a large UK hedge fund, The Children’s Investment Fund (“TCI”), in a bench trial involving proxy litigation commenced by CSX Corp. TCI’s slate was ultimately permitted to run for election to the CSX board. CSX v. The Children’s Investment Fund (S.D.N.Y.).
Antitrust
- Counseling and litigation regarding Sherman and Clayton Act issues, including, among other things, Hart-Scott-Rodino clearance, joint ventures, information sharing, gun jumping, and interlocking directors and officers, as well as representation of clients before the Department of Justice, the Federal Trade Commission, and state attorneys general in connection with mergers, acquisitions and joint ventures.
- Representation of supermarket operator Albertsons Companies before the FTC regarding its $9 billion acquisition of Safeway, creating a diversified network that includes 2,230 stores, 27 distribution facilities and 19 manufacturing plants with over 250,000 employees across 34 states and the District of Columbia.
- Representation of supermarket operator Albertsons Companies before the FTC regarding its all-cash acquisition of Texas-based United Supermarkets, which operated 50 supermarkerts under the United Supermarkets, Market Street and Amigos banners.
- Representation of National Westminster Bank in a multidistrict class action litigation concerning allegations of collusion and other antitrust violations among brokers and providers of guaranteed investment contracts in the municipal derivatives industry. In re Municipal Derivatives Antitrust Litigation (S.D.N.Y.).
- Representation of Chrysler LLC in connection with its strategic alliance with Fiat SpA, as well as in its prior strategic alliance discussions.
- Representation of Credit Suisse First Boston in a DOJ Antitrust Division investigation of fixed-income and foreign exchange electronic trading platforms. DOJ Antitrust Division Investigation of Electronic Trading Platforms.
Section 16(b) Litigation
- Counseling and representing clients in connection with pre-litigation claims and litigation regarding allegations of short-swing profits under Section 16(b) of the Securities Exchange Act.
- Representation of Hudson Bay in a Section 16(b) short-swing profit case, Greenberg v. Hudson Bay Master Fund Ltd. (S.D.N.Y.).
- Representation of TCI in a Section 16(b) short-swing profit case, Donoghue v. CSX (S.D.N.Y.).
Other Litigation
- Trial counsel to a former chief legal officer of Hollinger International in a four-month criminal trial. Client was acquitted on all counts. United States v. Black (N.D. Ill.).
- Counsel to two Cayman Island investment funds in an SEC enforcement action brought in connection with an alleged multiyear Ponzi-like scheme involving hundreds of millions of dollars. SEC v. Illarramendi (D. Conn.).
- Representation of The Royal Bank of Scotland N.V. (formerly known as ABN AMRO Bank N.V.) in a copyright infringement/breach of contract action by a former banking software vendor. Complex Systems, Inc. v. The Royal Bank of Scotland (S.D.N.Y.). The vendor alleged that ABN lost all previously licensed rights in and to the vendor’s software after ABN divested certain U.S.-based businesses to a third party.
- Representation of a plaintiff who sued derivatively on behalf of Frank Brunckhorst Co., a New York LLC that owns and distributes the nationally-famous Boar’s Head Brand®, alleging management’s diversion, through related-party transactions, of hundreds of millions of dollars in profits to an affiliated entity. Bischoff v. Boars Head Provisions Co. (N.Y. Sup. Ct.).
- “DeSantis postures on Bud Light – wielding heavy hand of government again,” The Washington Post, July 21, 2023 (quoted)
- “Who’s Helping Whom ’23: Legal Advisers,” The Deal, July 19, 2023 (featured)
- “‘We will not go quietly’: Tulsa race massacre survivors vow appeal after years-in-the-making lawsuit dismissed,” The Independent, July 10, 2023 (quoted)
- “Greenwood attorneys will appeal Tulsa Massacre lawsuit dismissal,” The Black Wall Street Times, July 10, 2023 (quoted)
- “Survivors plan appeal after Tulsa Race Massacre lawsuit dismissed,” Tulsa World, July 10, 2023 (quoted)
- “Masimo’s Reverse on Bylaws Heads off Legal Fight that Threatened Activist Model,” Activistmonitor, Feb. 9, 2023 (quoted)
- “Masimo, After Ditching Dicey ‘Advance Notice’ Bylaw, Still Faces CEO Pay Trial,” Reuters, Feb. 9, 2023 (quoted)
- “Masimo Urges Chancery To Uphold Founder's Takeover Shield,” Law360, Feb. 3, 2023 (quoted)
- “Survivor of Tulsa Race Massacre, Hughes Van Ellis, turns 102,” The Black Wall Street Times, Jan. 11, 2023 (featured)
- “Survivors of Black Wall Street Massacre Challenge Tulsa’s Atonement Strategy,” Bloomberg CityLab, Nov. 17, 2022 (quoted)
- “Tulsa Reckoning,” ABA Journal, Oct./Nov. 2022 (quoted)
- “USA: Trends and Developments,” Chambers Global Practice Guide: Shareholders’ Rights & Shareholder Activism 2022, Sept. 2022
- Securities Enforcement Quarterly, Schulte Publication, Aug. 2022
- “3rdCirc. Says Pa. Judge Erred in Appointing Bank Custodian,” Law360, July 7, 2022 (quoted)
- “Chancery Court Confirms Polychain Capital Arbitration Ruling,” Law360, July 6, 2022 (quoted)
- “3 Tulsa Massacre Survivors Receive $1 Million Donation,” New York Times, May 19, 2022 (featured)
- “Former Metro Bank boss Vernon Hill fights ousting at US lender,” Financial Times, May 18, 2022 (quoted)
- “'We Survived': Tulsa Race Massacre Survivors Celebrate Latest Ruling,” Yahoo! News, May 10, 2022 (quoted)
- “Survivors of the 1921 Tulsa Race Massacre Vow to Stay Alive 'Until They Get Justice,'” Yahoo! News, May 10, 2022 (featured)
- “Tulsa Massacre Survivors Are One Step Closer to Reparations,” Bloomberg News, May 3, 2022 (quoted)
- “Judge Allows Part of Lawsuit by Tulsa Massacre Survivors Seeking Reparations,” New York Times, May 3, 2022 (quoted)
- “Tulsa Race Massacre Reparations Lawsuit Survives Motion to Deny and Will Move Forward, Judge Rules,” CNN, May 2, 2022 (featured)
- “Judge Rules that Tulsa Massacre Lawsuit Seeking Reparations Can Proceed,” Reuters, May 2, 2022 (featured)
- Securities Enforcement Quarterly, Schulte Publication, May 2022
- The Activist Investing Annual Review 2022, March 2022
- Securities Enforcement Quarterly, Schulte Publication, Jan. 2022
- “Trends and Developments,” Shareholders’ Rights & Shareholder Activism 2021, Oct. 2021
- Securities Enforcement Quarterly, Schulte Publication, Oct. 2021; republished in the Harvard Law School Forum on Corporate Governance, Nov. 2021
- “SPAC Litigation Alert: CEO of Acquisition Target Charged in First Criminal Indictment Connected to a De-SPAC Transaction,” Schulte Alert, Aug. 9, 2021
- Securities Enforcement Quarterly, Schulte Publication, July 2021
- “SPAC Litigation Alert: SPAC Sponsor and CEO Agree to Pay Civil Penalties and Forfeit Sponsor Shares Following SEC’s Charge of Disclosure and Due Diligence Failures,” Schulte Alert, July 20, 2021
- “The SEC Continues to Target Cryptocurrencies and Other Digital Assets,” Schulte Alert, June 28, 2021
- Securities Enforcement Quarterly, Schulte Publication, April 2021
- “SPAC Litigation Alert: SEC Cautions SPAC Participants that Claims of Reduced Liability Exposure Are Overstated,” Schulte Alert, April 13, 2021
- “SPAC Litigation Alert: Kwame Amo v. MultiPlan,” Schulte Alert, March 29, 2021
- Fall 2020 Shareholder Activism Insight (Activist Insight in association with Schulte), November 2020
- “Trends and Developments,” Shareholders' Rights & Shareholder Activism 2020, October 2020; republished in the Harvard Law School Forum on Corporate Governance, Nov. 15 2020
- “Litigation Alert – Force Majeure Under New York and Delaware Law,” Schulte Alert, March 19, 2020
- “Deal Terms – Assessing Material Adverse Change Clauses and Other Deal Certainty Considerations Under and After COVID-19,” Schulte Alert, March 16, 2020
- “Schedule 13/Section 16 – Coronavirus Update for Private Fund Managers – Limited SEC Filing Relief for Schedule 13G Filers and Unchanged Schedule 13D and Section 16 Obligations,” Schulte Alert, March 15, 2020
- Contributor, 2020 Shareholder Activism Insight (Activist Insight in association with Schulte)
- “Information Sharing with Market Professionals,” Insider Trading Law and Compliance Answer Book (Practising Law Institute), 2011-2020
- Contributor, The Activist Investing Annual Review 2019 (Activist Insight in association with Schulte)
- Contributor, Shareholder Activism Insight (Schulte in association with Activist Insight and Okapi Partners), October 2018
- Contributor, The Activist Investing Annual Review 2018 (Activist Insight in association with Schulte)
- “Immunomedics Proxy Contest: Schulte Roth & Zabel Achieves Unprecedented Litigation Victories,” The Hedge Fund Journal, June 2017
- “Schulte’s Michael Swartz Discusses Section 16(b) Litigation, Exemptions and Strategies for Hedge Fund Managers to Reduce Risks of Non-Compliance,” Hedge Fund Legal and Compliance Digest, April 6, 2017
- Contributor, The Activist Investing Annual Review 2017 (Activist Insight in association with Schulte)
- “Activism and Passivity: HSR Act and Section 13(d) Developments for Investors,” Schulte Alert, July 28, 2016 (co-author); republished in Westlaw Journal – Derivatives, Aug. 11, 2016, Westlaw Journal – Securities Litigation & Regulation, Aug. 18, 2016, and The Hedge Fund Journal, September 2016
- “Activist Investing Update: DOJ’s HSR Action Against ValueAct Highlights Uncertainties Regarding the ‘Investment-Only’ Exemption,” Schulte Alert, May 20, 2016 (co-author); republished in The Hedge Fund Journal, June 2016
- Contributor, The Activist Investing Annual Review 2016 (Activist Insight in association with Schulte)
- “Regulatory Change: 2015 Diagnosis, 2016 Prognosis – Schulte Roth & Zabel’s Leading Securities Litigation Practice,” The Hedge Fund Journal, November 2015 (profile)
- “Hiring the Investment Banker – Common Sense Tips for Avoiding Problems in M&A Deals,” NYSE Governance Services, Oct. 30, 2015 (co-author)
- “Hart-Scott-Rodino Filing Update: Recent Settlement Interprets ‘Investment-Only’ Exemption Narrowly,” Schulte Alert, Sept. 3, 2015 (co-author); republished in Bloomberg BNA – World Securities Law Report, Sept. 30, 2015
- “Understanding ‘What’s Market,’” Private Equity International, June 2015 (co-author)
- “Lessons for Directors Considering Partnerships with Activists,” NYSE Governance Services, March 27, 2015 (co-author)
- Contributor, Shareholder Activism Insight (Schulte in association with Mergermarket), 2014
- “Top 10 Considerations When Selling Your Company to a PE Firm,” Boardmember.com Insights, May 31, 2013 and Opalesque Private Equity Strategies, Aug. 26, 2013 (co-author)
- “In What Circumstances May Hedge Fund Investors Bring Proceedings in the Name of the Fund for a Wrong Committed Against the Fund, When Those in Control of It Refuse to Do So?,” The Hedge Fund Law Report, Jan. 17, 2013 (co-author)
- “Supreme Court Confines ‘Honest Services’ Statute in Case Involving Schulte Client,” Schulte Alert, June 24, 2010
- “New Regulatory Scrutiny of Communications Among Hedge Fund Managers,” Schulte Alert, March 11, 2010 (co-author)
- “Private Equity Groups Under Common Legal Control Constitute a Single Enterprise Under the Antitrust Laws,” NYU Journal of Law & Business, Winter 2007 (co-author)
- “Buyer Beware: Consummating Non-HSR Reportable Transactions May Prove Costly in the End,” American Bar Association Antitrust Litigator, Winter 2007 (co-author)
- “Private Equity Groups Under Common Legal Control Constitute a Single Enterprise Under the Antitrust Laws,” NYU Journal of Law & Business, Fall 2006 (co-author)
- “Trial Participant Speech Restrictions: Gagging First Amendment Rights,” 90 Colum. L. Rev. 1411, 1990
- Fireside Chat, Stout Summit, November 2023
- “Activism,” Schulte Private Capital Conversations, July 2023
- Top Story with Tom Lamas, July 2023
- “Advance Notice Bylaws Gone Too Far: The Masimo Case,” Schulte 13th Annual Shareholder Activism Conference, May 2023
- “Examining the Surge in Companies Adopting Unilateral Advance Notice Bylaws,” Council of Institutional Investors Webinar, December 2022
- “Private Funds – Managing Litigation Risk,” Schulte 31st Annual Private Investment Funds Seminar, January 2022
- “Activism,” Schulte 30th Annual Private Investment Funds Seminar, January 2021
- “Litigation,” Schulte 11th Annual Shareholder Activism Conference, November 2020
- “Litigation and Enforcement,” Schulte 29th Annual Private Investment Funds Seminar, New York, January 2020
- “Fund, Tax, Regulatory and Litigation Issues in Shareholder Activism,” Schulte 10th Annual Shareholder Activism Conference, New York, October 2019
- “Crisis Management,” Schulte 28th Annual Private Investment Funds Seminar, New York, January 2019
- Moderator, “Specialty Activism: REITs, Banking, Litigation and ’40 Act Funds,” Schulte 9th Annual Shareholder Activism Conference, New York, October 2018
- “Investigating Contested Votes: Navigating the Snake Pit,” 13D Monitor 2018 Active-Passive Investor Summit, New York, April 2018
- “Activist Litigation as a Tool in Proxy Fights: Breaking Down or Fortifying Board Defense?” Skytop Strategies Shareholder Activism – Unlocking Shareholder Value, New York, January 2018
- “Shareholder Activism,” Schulte 27th Annual Private Investment Funds Seminar, New York, January 2018
- “Anatomy of a Proxy Contest: venBio Case Study,” Schulte 8th Annual Shareholder Activism Conference, New York, October 2017
- Moderator, “Current Developments in Shareholder Activism,” Schulte 7th Annual Shareholder Activism Conference, New York, November 2016
- “Exercising Statutory Appraisal Rights,” Bernstein Litowitz Berger & Grossmann LLP Seminar, New York, April 2016
- “Doing M&A Deals: Strategies to Minimize Deal Risk,” NYSE Governance Services General Counsel Forum & Compliance Workshop, New York, November 2015
- “M&A – The Legal Department’s Role in Due Diligence, Managing Risk and Getting the Deal Done,” NYSE Governance Services General Counsel Forum, New York, November 2014
- “Current Developments in Shareholder Activism,” Schulte 5th Annual Shareholder Activism Conference, New York, October 2014
- “Deal Trend: Focus on Retail,” Schulte 2nd Annual Private Equity Fund Conference, New York, June 2014
- “Privilege, Waiver and Consequences: USA and Canada,” Cambridge Forums Cross-Border Litigation Forum, Cambridge, Ontario, February 2014
- “Shareholder Activism,” Schulte 23rd Annual Private Investment Funds Seminar, New York, January 2014
- “M&A – The Legal Department’s Role in Due Diligence, Managing Risk and Getting the Deal Done,” NYSE Board Member General Counsel Forum, New York, November 2013
- “Current Developments in Shareholder Activism,” Schulte 4th Annual Shareholder Activism Conference, New York, October 2013
- “The New Threat – Plaintiffs’ Bar Targeting ‘Say on Pay’ Proxy Disclosures to Enjoin Votes at Annual Meetings,” Corporate Board Member Live from the Exchange Webinar, May 2013
- The George Washington University Center for Law, Economics & Finance Private Equity M&A Roundtable, New York, March 2013
- “The New Threat – Plaintiffs’ Bar Targeting ‘Say on Pay’ Proxy Disclosures to Enjoin Annual Meetings,” Schulte Public Company Hot Topics, New York, February 2013
- “The Barclays LIBOR Interest Rate Manipulation Scandal: In-Depth Analysis of the Case and Prediction on Possible Outcomes and Implications,” West LegalEdcenter Webcast, August 2012
- “Relationships With Institutional Investors,” Schulte 21st Annual Private Investment Funds Seminar, New York, January 2012
- “The Changing Landscape of the Investor-Manager Relationships Negotiating with Sizeable Investors,” Schulte Investment Management Hot Topics, New York, May 2010
- “Disclosure and Reporting Under Sections 13 and 16: Groups and Swaps Post-CSX,” Schulte 18th Annual Private Investment Funds Seminar, New York, January 2009
- Antitrust and Litigation Sections, American Bar Association
- American Bar Foundation
- International Bar Association
- New York City Bar Association
- Mid-Atlantic Regional Vice Chair; Executive Committee Member, Board of the Lawyers’ Committee for Civil Rights Under Law
- Chambers US – Litigation: Securities
- Benchmark Litigation
- The Legal 500 US – General Commercial Disputes, M&A Litigation: Defense, Securities Litigation: Defense, Shareholder Activism
- New York Super Lawyers – Business Litigation
- Lawdragon – 500 Leading Litigators in America
Class Action Litigation (Securities and M&A)
- Representation of venBio Select Advisor LLC in proxy litigation victory securing majority control of the board of directors and unwinding major corporate transaction at Immunomedics Inc. Immunomedics Inc. v. venBio Select Advisor LLC et al (D. Del.).
- Representation of Trian Fund Management LP in proxy contest securing the election of its CEO and founding partner Nelson Peltz to The Procter & Gamble Company's Board of Directors.
- Representation of Cerberus Capital Management in M&A litigation involving 14 putative shareholder class actions seeking to enjoin Albertsons Companies' $9.2 billion acquisition of Safeway. In re Safeway Inc. Shareholder Litigation (Del. Ch.); and Groen v. Safeway Inc. (CA).
- Trial counsel to former Vivendi Universal CFO in a four-month securities class action jury trial brought by a class of French shareholders and holders of American depository shares. The jury returned a verdict of no liability for Schulte’s client for securities fraud. In re Vivendi Universal, S.A. Securities Litigation (S.D.N.Y.). Reportedly, through year-end 2014, of the 4,435 class actions filed since the enactment of the Private Securities Litigation Reform Act in 1995, only 21 have gone to trial and only 15 of them reached a verdict or a judgment.
- Representation of Marlin Equity Partners in shareholder class actions challenging Marlin’s acquisition of Tellabs. Lambert v. Tellabs, Inc., et al. (N.D. Ill.).
- Representation of Aeroflex and its board of directors in shareholder class actions challenging Cobham’s $1.46 billion acquisition of Aeroflex. Ramon Acevedo v. Aeroflex Holding Corp. (Del. Ch.); and Tom Turberg v. Aeroflex Holding Corp. (N.Y. Sup. Ct.).
- Representation of H&R Block in a shareholder class action regarding alleged proxy disclosure violations on “say-on-pay” and a derivative claim regarding the company’s equity incentive plan. Fisk v. H&R Block, Inc. (Mo.).
- Representation of Morton’s Restaurant Group and its board of directors in class actions challenging Tilman Fertitta’s tender offer for all the outstanding shares of Morton’s. Myers v. Morton’s Restaurant Group, Inc. (Del. Ch.).
- Representation of former chief legal officer of media giant Hollinger International in an SEC enforcement action and securities class action. In re Hollinger International, Inc. Securities Litigation (N.D. Ill.).
Proxy Contest Litigation
- Representation of Land & Buildings regarding the validity of the nomination of directors for election to the board of The Macerich Company. Land & Buildings Capital Growth Fund, L.P. v. Coppola; The Macerich Company v. Land & Buildings Capital Growth Fund, L.P. (Md.).
- Representation of Sandell Asset Management in challenging the validity of a bylaw amendment in a proxy contest regarding Bob Evans Farms. Sandell Asset Management Corp. v. Bob Evans Farms, Inc. (Del. Ch.).
- Representation of TPG-Axon Partners in proxy contest litigation regarding the validity of a consent solicitation, TPG-Axon Partners, LP v. SandRidge Energy, Inc. (Del. Ch.), and litigation regarding proxy puts, Kallick v. SandRidge Energy (Del. Ch.).
- Representation of Equal Energy in an expedited Section 13(d) and Section 14(a) action against a dissident shareholder group. Equal Energy swiftly obtained a broad standstill agreement preventing defendants from nominating directors or participating in a proxy contest. Equal Energy, Ltd. v. Alsaadi, et al. (S.D.N.Y.).
- Trial counsel to a large UK hedge fund, The Children’s Investment Fund (“TCI”), in a bench trial involving proxy litigation commenced by CSX Corp. TCI’s slate was ultimately permitted to run for election to the CSX board. CSX v. The Children’s Investment Fund (S.D.N.Y.).
Antitrust
- Counseling and litigation regarding Sherman and Clayton Act issues, including, among other things, Hart-Scott-Rodino clearance, joint ventures, information sharing, gun jumping, and interlocking directors and officers, as well as representation of clients before the Department of Justice, the Federal Trade Commission, and state attorneys general in connection with mergers, acquisitions and joint ventures.
- Representation of supermarket operator Albertsons Companies before the FTC regarding its $9 billion acquisition of Safeway, creating a diversified network that includes 2,230 stores, 27 distribution facilities and 19 manufacturing plants with over 250,000 employees across 34 states and the District of Columbia.
- Representation of supermarket operator Albertsons Companies before the FTC regarding its all-cash acquisition of Texas-based United Supermarkets, which operated 50 supermarkerts under the United Supermarkets, Market Street and Amigos banners.
- Representation of National Westminster Bank in a multidistrict class action litigation concerning allegations of collusion and other antitrust violations among brokers and providers of guaranteed investment contracts in the municipal derivatives industry. In re Municipal Derivatives Antitrust Litigation (S.D.N.Y.).
- Representation of Chrysler LLC in connection with its strategic alliance with Fiat SpA, as well as in its prior strategic alliance discussions.
- Representation of Credit Suisse First Boston in a DOJ Antitrust Division investigation of fixed-income and foreign exchange electronic trading platforms. DOJ Antitrust Division Investigation of Electronic Trading Platforms.
Section 16(b) Litigation
- Counseling and representing clients in connection with pre-litigation claims and litigation regarding allegations of short-swing profits under Section 16(b) of the Securities Exchange Act.
- Representation of Hudson Bay in a Section 16(b) short-swing profit case, Greenberg v. Hudson Bay Master Fund Ltd. (S.D.N.Y.).
- Representation of TCI in a Section 16(b) short-swing profit case, Donoghue v. CSX (S.D.N.Y.).
Other Litigation
- Trial counsel to a former chief legal officer of Hollinger International in a four-month criminal trial. Client was acquitted on all counts. United States v. Black (N.D. Ill.).
- Counsel to two Cayman Island investment funds in an SEC enforcement action brought in connection with an alleged multiyear Ponzi-like scheme involving hundreds of millions of dollars. SEC v. Illarramendi (D. Conn.).
- Representation of The Royal Bank of Scotland N.V. (formerly known as ABN AMRO Bank N.V.) in a copyright infringement/breach of contract action by a former banking software vendor. Complex Systems, Inc. v. The Royal Bank of Scotland (S.D.N.Y.). The vendor alleged that ABN lost all previously licensed rights in and to the vendor’s software after ABN divested certain U.S.-based businesses to a third party.
- Representation of a plaintiff who sued derivatively on behalf of Frank Brunckhorst Co., a New York LLC that owns and distributes the nationally-famous Boar’s Head Brand®, alleging management’s diversion, through related-party transactions, of hundreds of millions of dollars in profits to an affiliated entity. Bischoff v. Boars Head Provisions Co. (N.Y. Sup. Ct.).
- “DeSantis postures on Bud Light – wielding heavy hand of government again,” The Washington Post, July 21, 2023 (quoted)
- “Who’s Helping Whom ’23: Legal Advisers,” The Deal, July 19, 2023 (featured)
- “‘We will not go quietly’: Tulsa race massacre survivors vow appeal after years-in-the-making lawsuit dismissed,” The Independent, July 10, 2023 (quoted)
- “Greenwood attorneys will appeal Tulsa Massacre lawsuit dismissal,” The Black Wall Street Times, July 10, 2023 (quoted)
- “Survivors plan appeal after Tulsa Race Massacre lawsuit dismissed,” Tulsa World, July 10, 2023 (quoted)
- “Masimo’s Reverse on Bylaws Heads off Legal Fight that Threatened Activist Model,” Activistmonitor, Feb. 9, 2023 (quoted)
- “Masimo, After Ditching Dicey ‘Advance Notice’ Bylaw, Still Faces CEO Pay Trial,” Reuters, Feb. 9, 2023 (quoted)
- “Masimo Urges Chancery To Uphold Founder's Takeover Shield,” Law360, Feb. 3, 2023 (quoted)
- “Survivor of Tulsa Race Massacre, Hughes Van Ellis, turns 102,” The Black Wall Street Times, Jan. 11, 2023 (featured)
- “Survivors of Black Wall Street Massacre Challenge Tulsa’s Atonement Strategy,” Bloomberg CityLab, Nov. 17, 2022 (quoted)
- “Tulsa Reckoning,” ABA Journal, Oct./Nov. 2022 (quoted)
- “USA: Trends and Developments,” Chambers Global Practice Guide: Shareholders’ Rights & Shareholder Activism 2022, Sept. 2022
- Securities Enforcement Quarterly, Schulte Publication, Aug. 2022
- “3rdCirc. Says Pa. Judge Erred in Appointing Bank Custodian,” Law360, July 7, 2022 (quoted)
- “Chancery Court Confirms Polychain Capital Arbitration Ruling,” Law360, July 6, 2022 (quoted)
- “3 Tulsa Massacre Survivors Receive $1 Million Donation,” New York Times, May 19, 2022 (featured)
- “Former Metro Bank boss Vernon Hill fights ousting at US lender,” Financial Times, May 18, 2022 (quoted)
- “'We Survived': Tulsa Race Massacre Survivors Celebrate Latest Ruling,” Yahoo! News, May 10, 2022 (quoted)
- “Survivors of the 1921 Tulsa Race Massacre Vow to Stay Alive 'Until They Get Justice,'” Yahoo! News, May 10, 2022 (featured)
- “Tulsa Massacre Survivors Are One Step Closer to Reparations,” Bloomberg News, May 3, 2022 (quoted)
- “Judge Allows Part of Lawsuit by Tulsa Massacre Survivors Seeking Reparations,” New York Times, May 3, 2022 (quoted)
- “Tulsa Race Massacre Reparations Lawsuit Survives Motion to Deny and Will Move Forward, Judge Rules,” CNN, May 2, 2022 (featured)
- “Judge Rules that Tulsa Massacre Lawsuit Seeking Reparations Can Proceed,” Reuters, May 2, 2022 (featured)
- Securities Enforcement Quarterly, Schulte Publication, May 2022
- The Activist Investing Annual Review 2022, March 2022
- Securities Enforcement Quarterly, Schulte Publication, Jan. 2022
- “Trends and Developments,” Shareholders’ Rights & Shareholder Activism 2021, Oct. 2021
- Securities Enforcement Quarterly, Schulte Publication, Oct. 2021; republished in the Harvard Law School Forum on Corporate Governance, Nov. 2021
- “SPAC Litigation Alert: CEO of Acquisition Target Charged in First Criminal Indictment Connected to a De-SPAC Transaction,” Schulte Alert, Aug. 9, 2021
- Securities Enforcement Quarterly, Schulte Publication, July 2021
- “SPAC Litigation Alert: SPAC Sponsor and CEO Agree to Pay Civil Penalties and Forfeit Sponsor Shares Following SEC’s Charge of Disclosure and Due Diligence Failures,” Schulte Alert, July 20, 2021
- “The SEC Continues to Target Cryptocurrencies and Other Digital Assets,” Schulte Alert, June 28, 2021
- Securities Enforcement Quarterly, Schulte Publication, April 2021
- “SPAC Litigation Alert: SEC Cautions SPAC Participants that Claims of Reduced Liability Exposure Are Overstated,” Schulte Alert, April 13, 2021
- “SPAC Litigation Alert: Kwame Amo v. MultiPlan,” Schulte Alert, March 29, 2021
- Fall 2020 Shareholder Activism Insight (Activist Insight in association with Schulte), November 2020
- “Trends and Developments,” Shareholders' Rights & Shareholder Activism 2020, October 2020; republished in the Harvard Law School Forum on Corporate Governance, Nov. 15 2020
- “Litigation Alert – Force Majeure Under New York and Delaware Law,” Schulte Alert, March 19, 2020
- “Deal Terms – Assessing Material Adverse Change Clauses and Other Deal Certainty Considerations Under and After COVID-19,” Schulte Alert, March 16, 2020
- “Schedule 13/Section 16 – Coronavirus Update for Private Fund Managers – Limited SEC Filing Relief for Schedule 13G Filers and Unchanged Schedule 13D and Section 16 Obligations,” Schulte Alert, March 15, 2020
- Contributor, 2020 Shareholder Activism Insight (Activist Insight in association with Schulte)
- “Information Sharing with Market Professionals,” Insider Trading Law and Compliance Answer Book (Practising Law Institute), 2011-2020
- Contributor, The Activist Investing Annual Review 2019 (Activist Insight in association with Schulte)
- Contributor, Shareholder Activism Insight (Schulte in association with Activist Insight and Okapi Partners), October 2018
- Contributor, The Activist Investing Annual Review 2018 (Activist Insight in association with Schulte)
- “Immunomedics Proxy Contest: Schulte Roth & Zabel Achieves Unprecedented Litigation Victories,” The Hedge Fund Journal, June 2017
- “Schulte’s Michael Swartz Discusses Section 16(b) Litigation, Exemptions and Strategies for Hedge Fund Managers to Reduce Risks of Non-Compliance,” Hedge Fund Legal and Compliance Digest, April 6, 2017
- Contributor, The Activist Investing Annual Review 2017 (Activist Insight in association with Schulte)
- “Activism and Passivity: HSR Act and Section 13(d) Developments for Investors,” Schulte Alert, July 28, 2016 (co-author); republished in Westlaw Journal – Derivatives, Aug. 11, 2016, Westlaw Journal – Securities Litigation & Regulation, Aug. 18, 2016, and The Hedge Fund Journal, September 2016
- “Activist Investing Update: DOJ’s HSR Action Against ValueAct Highlights Uncertainties Regarding the ‘Investment-Only’ Exemption,” Schulte Alert, May 20, 2016 (co-author); republished in The Hedge Fund Journal, June 2016
- Contributor, The Activist Investing Annual Review 2016 (Activist Insight in association with Schulte)
- “Regulatory Change: 2015 Diagnosis, 2016 Prognosis – Schulte Roth & Zabel’s Leading Securities Litigation Practice,” The Hedge Fund Journal, November 2015 (profile)
- “Hiring the Investment Banker – Common Sense Tips for Avoiding Problems in M&A Deals,” NYSE Governance Services, Oct. 30, 2015 (co-author)
- “Hart-Scott-Rodino Filing Update: Recent Settlement Interprets ‘Investment-Only’ Exemption Narrowly,” Schulte Alert, Sept. 3, 2015 (co-author); republished in Bloomberg BNA – World Securities Law Report, Sept. 30, 2015
- “Understanding ‘What’s Market,’” Private Equity International, June 2015 (co-author)
- “Lessons for Directors Considering Partnerships with Activists,” NYSE Governance Services, March 27, 2015 (co-author)
- Contributor, Shareholder Activism Insight (Schulte in association with Mergermarket), 2014
- “Top 10 Considerations When Selling Your Company to a PE Firm,” Boardmember.com Insights, May 31, 2013 and Opalesque Private Equity Strategies, Aug. 26, 2013 (co-author)
- “In What Circumstances May Hedge Fund Investors Bring Proceedings in the Name of the Fund for a Wrong Committed Against the Fund, When Those in Control of It Refuse to Do So?,” The Hedge Fund Law Report, Jan. 17, 2013 (co-author)
- “Supreme Court Confines ‘Honest Services’ Statute in Case Involving Schulte Client,” Schulte Alert, June 24, 2010
- “New Regulatory Scrutiny of Communications Among Hedge Fund Managers,” Schulte Alert, March 11, 2010 (co-author)
- “Private Equity Groups Under Common Legal Control Constitute a Single Enterprise Under the Antitrust Laws,” NYU Journal of Law & Business, Winter 2007 (co-author)
- “Buyer Beware: Consummating Non-HSR Reportable Transactions May Prove Costly in the End,” American Bar Association Antitrust Litigator, Winter 2007 (co-author)
- “Private Equity Groups Under Common Legal Control Constitute a Single Enterprise Under the Antitrust Laws,” NYU Journal of Law & Business, Fall 2006 (co-author)
- “Trial Participant Speech Restrictions: Gagging First Amendment Rights,” 90 Colum. L. Rev. 1411, 1990
- Fireside Chat, Stout Summit, November 2023
- “Activism,” Schulte Private Capital Conversations, July 2023
- Top Story with Tom Lamas, July 2023
- “Advance Notice Bylaws Gone Too Far: The Masimo Case,” Schulte 13th Annual Shareholder Activism Conference, May 2023
- “Examining the Surge in Companies Adopting Unilateral Advance Notice Bylaws,” Council of Institutional Investors Webinar, December 2022
- “Private Funds – Managing Litigation Risk,” Schulte 31st Annual Private Investment Funds Seminar, January 2022
- “Activism,” Schulte 30th Annual Private Investment Funds Seminar, January 2021
- “Litigation,” Schulte 11th Annual Shareholder Activism Conference, November 2020
- “Litigation and Enforcement,” Schulte 29th Annual Private Investment Funds Seminar, New York, January 2020
- “Fund, Tax, Regulatory and Litigation Issues in Shareholder Activism,” Schulte 10th Annual Shareholder Activism Conference, New York, October 2019
- “Crisis Management,” Schulte 28th Annual Private Investment Funds Seminar, New York, January 2019
- Moderator, “Specialty Activism: REITs, Banking, Litigation and ’40 Act Funds,” Schulte 9th Annual Shareholder Activism Conference, New York, October 2018
- “Investigating Contested Votes: Navigating the Snake Pit,” 13D Monitor 2018 Active-Passive Investor Summit, New York, April 2018
- “Activist Litigation as a Tool in Proxy Fights: Breaking Down or Fortifying Board Defense?” Skytop Strategies Shareholder Activism – Unlocking Shareholder Value, New York, January 2018
- “Shareholder Activism,” Schulte 27th Annual Private Investment Funds Seminar, New York, January 2018
- “Anatomy of a Proxy Contest: venBio Case Study,” Schulte 8th Annual Shareholder Activism Conference, New York, October 2017
- Moderator, “Current Developments in Shareholder Activism,” Schulte 7th Annual Shareholder Activism Conference, New York, November 2016
- “Exercising Statutory Appraisal Rights,” Bernstein Litowitz Berger & Grossmann LLP Seminar, New York, April 2016
- “Doing M&A Deals: Strategies to Minimize Deal Risk,” NYSE Governance Services General Counsel Forum & Compliance Workshop, New York, November 2015
- “M&A – The Legal Department’s Role in Due Diligence, Managing Risk and Getting the Deal Done,” NYSE Governance Services General Counsel Forum, New York, November 2014
- “Current Developments in Shareholder Activism,” Schulte 5th Annual Shareholder Activism Conference, New York, October 2014
- “Deal Trend: Focus on Retail,” Schulte 2nd Annual Private Equity Fund Conference, New York, June 2014
- “Privilege, Waiver and Consequences: USA and Canada,” Cambridge Forums Cross-Border Litigation Forum, Cambridge, Ontario, February 2014
- “Shareholder Activism,” Schulte 23rd Annual Private Investment Funds Seminar, New York, January 2014
- “M&A – The Legal Department’s Role in Due Diligence, Managing Risk and Getting the Deal Done,” NYSE Board Member General Counsel Forum, New York, November 2013
- “Current Developments in Shareholder Activism,” Schulte 4th Annual Shareholder Activism Conference, New York, October 2013
- “The New Threat – Plaintiffs’ Bar Targeting ‘Say on Pay’ Proxy Disclosures to Enjoin Votes at Annual Meetings,” Corporate Board Member Live from the Exchange Webinar, May 2013
- The George Washington University Center for Law, Economics & Finance Private Equity M&A Roundtable, New York, March 2013
- “The New Threat – Plaintiffs’ Bar Targeting ‘Say on Pay’ Proxy Disclosures to Enjoin Annual Meetings,” Schulte Public Company Hot Topics, New York, February 2013
- “The Barclays LIBOR Interest Rate Manipulation Scandal: In-Depth Analysis of the Case and Prediction on Possible Outcomes and Implications,” West LegalEdcenter Webcast, August 2012
- “Relationships With Institutional Investors,” Schulte 21st Annual Private Investment Funds Seminar, New York, January 2012
- “The Changing Landscape of the Investor-Manager Relationships Negotiating with Sizeable Investors,” Schulte Investment Management Hot Topics, New York, May 2010
- “Disclosure and Reporting Under Sections 13 and 16: Groups and Swaps Post-CSX,” Schulte 18th Annual Private Investment Funds Seminar, New York, January 2009
- Antitrust and Litigation Sections, American Bar Association
- American Bar Foundation
- International Bar Association
- New York City Bar Association
- Mid-Atlantic Regional Vice Chair; Executive Committee Member, Board of the Lawyers’ Committee for Civil Rights Under Law
- Chambers US – Litigation: Securities
- Benchmark Litigation
- The Legal 500 US – General Commercial Disputes, M&A Litigation: Defense, Securities Litigation: Defense, Shareholder Activism
- New York Super Lawyers – Business Litigation
- Lawdragon – 500 Leading Litigators in America
