Michael E. Swartz



Schulte Roth & Zabel LLP

Michael is Co-Chair of the Schulte Litigation Group, head of the shareholder activism litigation practice and member of the firm’s Executive Committee. He 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.nIn 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 contests 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.

4:15 PM - 4:45 PM

Thursday March 21, 2024

Is the End Near for Section 16(b)?

  • March 2023 dismissal of a 16(b) lawsuit and reasoning
  • Appeal to the Second Circuit and SEC justice stance
  • Reasons for the elimination of Section 16(b)