Michael T. Gass

Practice Group Leader - Securities Litigation & Corporate Governance

Mike Gass chairs Choate's Securities Litigation & Corporate Governance Group. Over his 30 year career Mike has developed a remarkably broad and deep experience base in representing companies and their management and boards in high-stakes matters involving the securities laws and shareholder claims. Mike’s practice has increasingly focused on FCPA compliance and enforcement matters as the SEC and DOJ have prioritized FCRA enforcement in recent years. He has represented a wide range of clients in both private litigation – primarily shareholder class actions and derivative actions – and in investigations and enforcement actions brought by government and industry enforcement agencies. His expertise has made him a “go-to” counselor for management seeking governance advice, and for boards and their committees in exercising their oversight responsibilities, particularly with respect to the delicate and challenging task of investigating and remediating alleged misconduct within the organization.

Mr. Gass is listed in Best Lawyers in America and Massachusetts Super Lawyers.

Practice Focus 

Securities & Corporate Governance:  represents corporations and their management and boards in connection with securities and shareholder litigation, claims regarding corporate governance and officer and director liability, and investigations and proceedings brought by the SEC, DOJ, FINRA and other regulatory bodies.  Represents boards of directors and their committees in conducting internal corporate investigations and providing corporate governance advice.

FCPA: advises public and private companies with respect to actual or suspected FCPA violations, including conducting internal investigations and defending against government enforcement. Works with clients to design and implement compliance programs that reduce the risk of violations, and mitigate the consequences if violations do occur. Has handled FCPA and other anti-corruption matters worldwide, including China, Korea, Russia, Eastern Europe, Africa and India.

Antitrust:  defends clients against antitrust claims asserted by private parties and government regulatory agencies.  Represents corporate clients in challenges to mergers and acquisitions brought by the Federal Trade Commission and the Antitrust Division of the Department of Justice, and provides antitrust advice in connection with mergers and acquisitions and in structuring a wide range of business transactions.

Representative Engagements

FCPA Matters

  • Assisted in the design and implementation of FCPA compliance programs for pharmaceutical company with approval to market drug in Russia, medical device company conducting business in North Africa and telecommunications company doing business in Eastern Europe and India.
  • Investigation into allegations that foreign employees of medical device company made gifts and paid for travel and entertainment for customers in China.
  • Advised major technology company in connection with whistleblower claims involving dealings with a state owned financial institution in Russia.
  • Conducted internal investigation into potential FCPA violations by predecessor company prior to acquisition, and managed reporting to and resolution with U.S. regulatory agencies.
  • Two investigations in Pacific Rim on behalf of major software company involving allegations of bribery and financial reporting fraud.
  • Worldwide FCPA compliance program for biotech company.

Securities Matters

  • Successfully represented major corporation in claims involving auction rate securities.
  • Successfully resolved claims for major pension fund arising out of bankruptcy of prime broker.
  • Has represented numerous board committees in investigating and assessing a range of claims/demands, including allegations relating to: stock option backdating, revenue recognition and accounting fraud, Foreign Corrupt Practices Act, insider trading and international law violation.
  • Represented former president of multinational conglomerate in defending ERISA class action litigation. 
  • Represented major publicly traded communications company in shareholder class actions and derivative litigation arising out of stock option practices.
  • Defended former fund managers of major mutual fund company against market timing and related claims in class actions and derivative actions brought by fund holders.
  • Successfully represented officer of Lernout & Hauspie software company in enforcement investigation and shareholder class action litigation.
  • Obtained dismissal of class action securities law claims against Galileo Corporation in frequently cited opinion by federal district court in Massachusetts.
  • Recently conducted internal investigations for two corporate clients to address compliance matters in both domestic and foreign offices.
  • Obtained dismissal of claims alleging breach of fiduciary duty against members of Board of Directors of subsidiary of Arthur D. Little Company.

Antitrust Matters

  • Antitrust counsel for principal defendants in $3 billion antitrust claim asserted by United Airlines and its creditors committee; claims dismissed by Seventh Circuit Court of Appeals.
  • Persuaded Federal Trade Commission not to challenge Genzyme Corporation’s acquisition of development stage drug company, a decision that was an important landmark in relatively new theory of "innovation markets."
  • Successfully represented client seeking to prevent merger of competitors.
  • Successfully defended major university in landmark case in litigation brought by Justice Department's Antitrust Division alleging that cooperation among colleges and universities concerning financial aid violated the Sherman Antitrust Act.

Media & Communications Matters

  • Successfully defended major media outlets against libel, slander and privacy actions, and has achieved early dismissal of such litigation on numerous occasions.
  • Obtained favorable ruling from Massachusetts Supreme Judicial Court in important case involving media access to court documents.

Publications and Presentations

Professional and Community Involvement

Mr. Gass is a member of the American Bar Association (Antitrust and Litigation Sections), Boston Bar Association (Antitrust Subcommittee Member), Media Law Resource Center, and he is on the Board of Directors of The Genesis Fund.

Education & Credentials

Harvard Law School
JD, 1985, cum laude
University of Michigan
BA, 1982, with highest honors
Branstrom Prize 1982



Massachusetts Supreme Judicial Court

U.S. District Court, Massachusetts

U.S. Court of Appeals, First Circuit

U.S. Supreme Court