Michael Stern

Securities and M&A Litigation

• Represented Cox Communications in a successful appeal to the Delaware Supreme Court of an adverse judgment and injunction in favor of T-Mobile. The reversal freed Cox to enter the half-billion-dollar wireless services market and was featured in AmLaw’s March 11, 2022 Litigator of the Week column (First Runners-Up).
• Secured dismissal on a motion to dismiss Securities Act of 1933 claims in the Northern District of Illinois against underwriters of a secondary public offering of stock by one of North America’s leading branded food companies.
• Defended Jernigan Capital, Inc. and its board of directors in parallel securities class actions in the Southern District of New York and Tennessee state court in connection with a take-private deal against claims brought under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and for breach of fiduciary duties.
• Defended Pendrell Corporation and various officers and directors in a stockholder class action filed in the Delaware Court of Chancery challenging a $2.1 billion SPAC merger between Holicity, Inc. and Astra Space, Inc., alleging breach of fiduciary duty and disclosure claims. In addition, defended Holicity officers and directors in related, parallel federal securities and fiduciary duty actions in the Northern District of California, with the federal securities action being dismissed with prejudice at the pleading stage and the derivative action also being dismissed.
• Defending former CFO of an international pharmaceuticals firm in multi-billion-dollar federal securities litigation in New Jersey federal and state court, including preparing for an opt-out Section 10(b) of the Securities Act trial that settled on the eve of trial.
• Defended Cantor Fitzgerald, L.P., Cantor Fitzgerald & Co., and various officers and directors in a securities class action filed in the Northern District of California alleging violations of Sections 11, 12, and 15 of the Securities Act, and Sections 10(b), 14(a), and 20 of the Securities Exchange Act of 1934, related to the $1.6 billion SPAC merger between CF Finance Acquisition Corp. II and View, Inc. The dismissal of the second amended complaint was featured in AmLaw’s April 12, 2024 Litigator of the Week column.
• Represented an international public accounting firm in a securities class action and state litigation relating to its audits of a financial advisor that entered into receivership.
• Represented Becton, Dickinson and Company and certain executives in a securities fraud class action in the District of New Jersey asserting claims under Sections 10 and 20 of the Securities Exchange Act of 1934 alleging that material misrepresentations and omissions about the regulatory status of a key product led to an approximate $9 billion loss in market capitalization.
• Defended the former executives of a de-SPAC public company in a stockholder class action filed in the Delaware Court of Chancery alleging aiding and abetting breach of fiduciary duty and disclosure claims, including obtaining dismissal of the lawsuit for the company’s former president at the pleading stage.

White Collar Litigation and Government Investigations

• Represented tobacco manufacturer in implementation of nationwide injunctive remedy entered in connection with RICO claims brought by the Department of Justice (DOJ) in the District of D.C., requiring the placement of corrective-statement signs in over 200,000 retail stores. Served as the client’s representative on a court-ordered group overseeing implementation of remedy.
• Represented field turf company in a jury trial in Illinois state court against Qui Tam claims brought under the Illinois False Claims Act.
• Represented the CFO of an international pharmaceuticals firm in an SEC investigation.
• Represented the audit committee of a publicly traded financial institution in an internal investigation into allegations of securities fraud.