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Michael Stern

Associate

Chicago

+1 312-558-6069

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  • Overview
  • Experience
  • Credentials
  • Insights & News

Michael has a broad range of experience representing clients in complex federal and state litigation including securities, white collar, and commercial matters.

Michael is a litigation associate in Winston's Securities Litigation Group, which was recognized by Law360 as the 2024 Securities Litigation Practice Group of the Year. He represents clients in a wide variety of litigation matters, including federal securities, fiduciary duty and M&A, white collar, products liability, and other complex commercial matters. Michael has extensive experience preparing corporate and expert witnesses for deposition and trial testimony, taking and defending depositions, drafting motions and briefs, handling all aspects of discovery, and preparing for trial.

Michael has also represented clients in government investigations and inquiries conducted by the Securities and Exchange Commission (SEC), Financial Industry Regulatory Authority (FINRA), and Consumer Financial Protection Bureau (CFPB). He has further represented clients in connection with stockholder demands, including responding to books and records demands pursuant to DGCL § 220 and contractual inspection rights, Section 16(b) of the Securities Exchange Act demands pertaining to insiders’ short-swing profits, and demands related to inadequate disclosures, such as those made in connection with business combinations and annual shareholding meetings. In addition, Michael has represented clients in post-closing and other contract disputes as well as advised public and private entities on business combinations, pre-litigation claim assessments, and regulatory matters.

Michael maintains a substantial pro bono practice, representing indigent clients in both federal and state courts. Prior to joining Winston, he clerked at the U.S. Attorney’s Office for the Southern District of Iowa and the DuPage County State’s Attorney’s Office. He also served as a Public Interest Law Initiative (PILI) Graduate Fellow at the Chicago Legal Clinic, Inc.

Key Matters

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.
Recent Experience
Forum Merger II Corp. Business Combination with Ittella International, Inc.

  • Best Lawyers: Ones to Watch® – U.S. Criminal Defense: White-Collar (2025)
  • Law360 – Securities Litigation Practice Group of the Year (2024)

Capabilities

Litigation/Trials
Commercial Litigation & Disputes
Securities, M&A & Corporate Governance Litigation
White Collar & Government Investigations

Key Matters

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.
Recent Experience
Forum Merger II Corp. Business Combination with Ittella International, Inc.

Credentials

Education

Michael received his J.D., with distinction, in 2018 from the University of Iowa College of Law, where he competed on the National Trial Advocacy Team and Moot Court Team as well as served as Assistant Director of the Trial Advocacy Board and Senior Articles Editor of the Journal of Corporation Law. He received a B.S., magna cum laude, in finance and political science from Illinois State University in 2015. 

    Admissions
    • Illinois

    Related Insights & News

    • “Justices’ Analysis of Securities Law Surprises in Slack v. Pirani,” Bloomberg Law, Apr. 20, 2023
    • “Charity Trusts and the Shareholder vs. Stakeholder Debate,” 43 J. Corp. L. 983, 2018
    Recognitions

    Winston Attorneys Recognized in Best Lawyers: Ones to Watch® in America 2025

    August 15, 2024

    Recognitions
    Winston Team Led by James P. Smith and Jeffrey L. Steinfeld Featured in Litigator of the Week Column

    April 12, 2024

    Article
    Justices’ Analysis of Securities Law Surprises in Slack v. Pirani

    April 20, 2023

    Recognitions
    Winston Team Recognized in Litigator of the Week Column

    March 11, 2022

    In the Media
    Fed. Judge Certifies Class in Solitary Confinement Suit Against IDOC

    June 23, 2021

    Pro Bono In Action
    Federal Court Certifies Class in Lawsuit Challenging Excessive Solitary Confinement in Illinois Prisons

    June 16, 2021

    View All Insights & News

    Capabilities

    Litigation/Trials
    Commercial Litigation & Disputes
    Securities, M&A & Corporate Governance Litigation
    White Collar & Government Investigations
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