Michael T. Gass

Chair - Complex Trial & Appellate Litigation

Mike Gass, chair of Choate’s Complex Trial and Appellate Group, helps companies and their management and boards to successfully resolve high-stakes disputes involving securities laws, shareholder claims, and corporate governance. With over 35 years of experience, Mike has a strong record of obtaining early dismissals of cases. Clients appreciate Mike’s substantial trial experience, his reputation as a “go to” resource for governance advice, his hands-on approach to serving clients, and the positive results he has achieved for them.

Mike 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, including FCPA enforcement. He is also highly sought by boards and their committees to help in exercising their oversight responsibilities, particularly with respect to the delicate and challenging task of investigating and remediating alleged misconduct within the organization.

Mike also has substantial antitrust experience in both the commercial and higher education sectors. He is frequently been called upon by institutions of higher education to represent them in a range of admissions and financial aid matters, many of which relate to antitrust issues and related concerns. He represented MIT in the landmark “Overlap” case, defeating claims by the Department of Justice that coordination among higher education institutions to maximize access to talented but needy applicants violates the antitrust laws. The seminal decision in that case by the Third Circuit Court of Appeals remains the primary guidepost in the field to this day. Mike is outside counsel to a consortium of highly selective schools and colleges, providing guidance on the execution of its core missions of collecting relevant data and conducting research utilized by individual members to develop strategies to ensure educational access. He has represented COFHE and a number of individual institutions in connection with government investigations and civil litigation addressing these issues.

Mike’s clients have included public and private companies including Microsoft, Akamai, Genzyme, Bruker, PTC, American Tower, and Sunbeam Television Corporation, as well as leading academic institutions including MIT, Amherst, Bates, Dartmouth, Tufts, and the Committee on Financing Higher Education (“COHFE”).

Recognition

  • “Litigation Star” by Benchmark Litigation 
  • Best Lawyers in America (2015-2024)
  • Massachusetts Super Lawyers

Representative Engagements

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, FCPA, 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 the 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.

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.

Publications and Presentations

Professional and Community Involvement

  • Member of the Board of Directors of The Genesis Fund
  • Member of the American Bar Association (Antitrust and Litigation Sections)
  • Member of the Boston Bar Association (Antitrust Subcommittee Member)
  • Member of the Media Law Resource Center

Education & Credentials

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

Admissions

Massachusetts

Massachusetts Supreme Judicial Court

U.S. District Court, Massachusetts

U.S. Court of Appeals, First Circuit

U.S. Supreme Court

Michael's Insights