EDITORIAL REVIEW

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Chepiga continued his mastery of litigation arising from M&A deals and financial fiascoes while earning kudos for his play, “Matter of Honor.”



Celera Genomics, Express Scripts, Hollinger and St. Paul-Travelers all rely on Chepiga’s securities litigation know-how.


New York litigator Michael Chepiga has participated in some historic legal battles. In 1989, he represented Paramount Communications in its unsuccessful attempt to block the merger of Time and Warner Bros. It turned out to be a landmark case in corporate law. The Delaware Chancery Court ruled that if a merger is negotiated for strategic purposes, the board of directors can take measures to protect the merger and doesn't have to show it obtained the best available price for the deal. He also represented Kohlberg Kravis Roberts in litigation arising from its 1989 leveraged buyout of RJR Nabisco. And, he represents the outside directors of HealthSouth in securities class actions stemming from the company's accounting scandal.




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Michael Chepiga is a litigation partner at Simpson Thacher & Bartlett LLP. He represents clients in securities litigation, class actions, derivative actions, government and internal investigations, and corporate control litigation. Mr. Chepiga has handled securities litigation cases involving Porsche, Fannie Mae, Freddie Mac, Lehman Brothers, Fairfield Greenwich Group, Merrill Lynch, Bear Stearns, AIG, HealthSouth, Hollinger, Winstar Communications, Royal Ahold, Dynegy, Travelers, American Electric Power, and KeySpan. Litigations arising from corporate acquisitions or transactions include Xerox/ACS, Wyeth/Pfizer, Anheuser-Busch/InBev, Dollar General, Toronto Dominion-Banknorth, SunGard Data Systems, Instinet Group, Telecorp/ATT Wireless, Wachovia, Seagate Technologies, American Home Products/Warner Lambert/Pfizer, Chrysler/Kerkorian, KKR/RJR Nabisco, Paramount v. Time Warner, Paramount v. QVC and numerous others.

Mr. Chepiga served as President of the Legal Aid Society of New York from 1996 to 1998, as a Director from 1988 to 1998, and a member of the Executive Committee from 1992 to 1998. He is currently a Director of VOLS (Volunteers of Legal Services, Inc.), a Director of the New York City Bar Association Justice Center and a Fellow of the American Bar Foundation. He is a frequent lecturer on continuing legal education panels and is the author of several plays, including "Getting and Spending," a play produced at the Helen Hayes Theatre on Broadway in October 1998.

Mr. Chepiga joined Simpson Thacher in 1981 and became a partner in 1986. He received a B.A., cum laude, from Fordham University in 1970, a Ph.D. in English from New York University in 1976 and a J.D. from Yale University in 1979. He was a Law Clerk to the Honorable Milton Pollack (S.D.N.Y.) from 1979 to 1980 and to the Honorable Amalya Kearse (Second Circuit) from 1980 to 1981.

Honors/Associations

• The Board of Advisors of the Yale Law School Center for the Study of Corporate Law, 2008 - Present
• Fellow, American Bar Foundation (1998- )
• Association of the Bar of the City of New York, Federal Courts Committee (1992-1995)
• Director and Vice President, Association of the Bar of the City of New York Fund, Inc. (2009 — present)
• American Bar Association
• New York State Bar Association, Federal Courts Committee (1986-1988)
• Legal Aid Society, Executive Committee (1992-1998)
• Legal Aid Society, Vice President (1993-1996)
• Legal Aid Society, Director (1986-1998)
• Legal Aid Society, President (1996-1998)
• Volunteers of Legal Services (VOLS) Director, (2000-2011)
• Chambers USA: America's Leading Lawyers for Business (2003-2011)
• International Who's Who of Business Lawyers, Corporate Governance (2004, 2005, 2006, 2007, 2008, 2009, 2010)
• Lawdragon 500: Selected as one of 500 leading lawyers in America (2005, 2006, 2008, 2009)
• International Who's Who of Business Lawyers, Commercial Litigation (2005, 2006, 2007, 2008, 2009, 2010)
• Lawdragon 500: Selected as one of 500 Leading Litigators (2006)
• Woodward White, Inc, Best Lawyers in America, selected for: Bet-the-Company Litigation (2006, 2007, 2008, 2009)
• Woodward White, Inc, Best Lawyers in America, selected for: Commercial Litigation (2006, 2007, 2008, 2009, 2010)
• IFLR, Guide to the World’s Leading Corporate Governance Lawyers (2006, 2007, 2008, 2009)

Admissions

• New York 1980
• U.S. Supreme Court 2001
• U.S. Court of Appeals 1st Circuit
• U.S. Court of Appeals 2nd Circuit 1986
• U.S. Court of Appeals 3rd Circuit 2001
• U.S. Court of Appeals 4th Circuit
• U.S. Court of Appeals 5th Circuit
• U.S. Court of Appeals 6th Circuit 2002
• U.S. Court of Appeals 11th Circuit 1988
• U.S. District Court Southern District of New York 1981
• U.S. District Court Eastern District of New York 1983
• U.S. Court of Federal Claims 1988
• U.S. Court of Appeals Federal Circuit

Clerkships

• Hon. Amalya Kearse, Second Circuit, 1980-1981; Hon. Milton Pollack, Southern District of New York, 1979-1980

Education

• Yale Law School, 1979 J.D.
• New York University, 1976 PhD.
• Fordham University, 1970 B.A.
  cum laude

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by Michael Chepiga

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Michael Chepiga

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Publications

• The Supreme Court Limits Rule 10b-5 Liability to Person or Entity Making Alleged Misstatement
  
  
• The Supreme Court Rejects Loss Causation Requirement at Class Certification Stage
  
  
• SEC Announces Final Rules Implementing The Dodd-Frank Whistleblower Program
  
  
• The Supreme Court Holds that Reformation of ERISA Plan Terms Due to False or Misleading Plan Summaries Does Not Strictly Require a Showing of Detrimental Reliance
  
  
• Shedding More Light on Its Cooperation Initiative, the SEC Announces Its First Deferred Prosecution Agreement
  
  
• Last Week's FCPA Decision In The Government's Favor Is A Limited Setback For Subjects Of Federal Corruption Inquiries
  
  
• The Supreme Court Considers Loss Causation at Time of Class Certification
  
  
• The Supreme Court Rejects Bright-Line Rule on Disclosure of Adverse Event Reports
  
  
• Renault's Mea Culpa This Week: A Reminder Of What Can Happen When A Company Investigating A Whistleblower Claim Is Misled
  
  
• The Supreme Court Considers the Materiality Requirement in the Context of Drug Companies' Disclosure of Adverse Event Reports
  
  
• Shedding Light on Its New Cooperation Initiative, the SEC Announces Its First Non-Prosecution Agreement with a Public Company
  
  
• In Vacating the Conviction of Network Associates' Former CFO, the Ninth Circuit Reminds Prosecutors That Accounting Fraud Prosecutions Carry A High Evidentiary Burden
  
  
• The Supreme Court Considers the Liability of Investment Advisers in Federal Securities Fraud Cases
  
  
• The Supreme Court Examines Requirements for ERISA Plan Beneficiaries to Recover Additional Benefits Based on Inconsistency Between the Plan's Summary Plan Description and the Plan Itself
  
  
• The Sweeping Whistleblower Provisions Tucked Inside Dodd-Frank: Why And How Companies Should Prepare For a New Era of Corporate Whistleblowing
  
  
• The Supreme Court Affirms the Constitutional Validity of the PCAOB; Strikes Down "Double For-Cause" Removal Provisions as Unconstitutional
  
  
• The Supreme Court Limits the Extraterritorial Application of the Antifraud Provisions of the U.S. Securities Laws
  
  
• The Supreme Court Holds That The "Honest-Services" Fraud Statute Covers Only Bribery and Kickback Schemes
  
  
• The Supreme Court Rejects "Inquiry Notice" as Trigger to Start Running the Statute of Limitations in Securities Fraud Cases
  
  
• The Supreme Court Requires Deference to Plan Administrator's Interpretation of ERISA Plan Notwithstanding Administrator's Prior Invalid Interpretation
  
  
• The Supreme Court Adopts the Gartenberg Standard to Determine Whether an Investment Adviser Breached its Fiduciary Duty in Approving Fees
  
  
• The Supreme Court Considers the Application of the Antifraud Provisions of the United States Securities Laws in "Foreign-Cubed" Cases
  
  
• The Supreme Court Considers the Standards Governing the Interpretation of ERISA Plans
  
  
• SEC Announces Significant New Initiatives to Encourage Cooperation in Investigations and Enforcement Actions
  
  
• The Supreme Court Considers the Constitutionality of the Public Company Accounting Oversight Board
  
  
• The Supreme Court Considers the 'Inquiry Notice' Standard in Federal Securities Fraud Cases
  
  
• The Heightened Pleading Standard of Twombly Applies to All Federal Civil Claims
  
  
• Supreme Court Finds that ERISA Fiduciaries May Be Liable for Damages to an Individual 401(k) Plan Participant's Account
  
  
• The Supreme Court Rejects "Scheme" Liability For Secondary Actors In The Absence Of Actual Reliance On The Deceptive Conduct Or A Separate Duty To Speak
  
  
• Supreme Court Considers Whether ERISA Fiduciaries May Be Liable for Damages to an Individual Participant's Account
  
  
• Supreme Court Hears Arguments on Expanding Securities Fraud Liability to Secondary Actors Based on Allegedly Fraudulent, Arm's Length Business Transactions
  
  
• Supreme Court Adopts Heightened Standard for Pleading Scienter in Federal Securities Fraud Cases
  
  
• Commercial Litigation in New York State Courts (Second Edition) (West 2005). Chapter 72, "Merger & Acquisition Litigation."
  
  
• "Getting and Spending," play produced, Old Globe Theatre, San Diego, August 1998 and Helen Hayes Theatre, Broadway, October 1998
  
  
• "Matter of Honor," play produced at Pasadena Playhouse, September 2007
• Standing Still on the Level Playing Field: The Use of Standstill Agreements During an Auction, 1 M&A Law Reporter 738, 1988
  
  
• The Wholesome Madness of an Hour: An Ironic Reading of Tennyson's Idyllis of the King, 1 Victorian Institute Journal, 1975
  
  
• Politics and the Uses of Language in Shakespeare's English History Plays, Doctoral Dissertation, 1976
  
  
• Bank and Corporate Governance Law Reporter (Editorial Board), American Bar Association, 1988-present
  
  
• Frequent lecturer on securities litigation and federal civil practice
  
  
• Testing the Sufficiency of Claims Bought Under Sections 11 and 12(a)(2) of the Securities Act in the Post-Reform Act Era
  
  
• Delaware Chancery Court Orders Specific Performance of Merger Agreement: An Analysis of the IBP-Tyson Litigation (August 2001)
  
  
• SEC Rule 10b5-1 and Insider Trading Liability
  
  
• New SEC Rules on Selective Disclosure and Insider Trading

Speaking Engagements

• Yale Law School, on "The Financial Implosion on Wall Street and How It Affects Lawyers"
  April 10, 2009
  
  
• 1989 Paramount - Time Warner Litigation, Columbia Law School
  April 8, 2009
  
  
• "Law and Literature," NYU Law School
  March 30, 2009
  
  
• "M&A Litigation" Panel, 2009, 2010 SIFMA Annual Conference
  March 20, 2009; May 7, 2010