Michael G. Cutini focuses his practice in the areas of complex commercial, business, securities class action, shareholder derivative, and bankruptcy litigation on behalf of privately and publicly held companies, their directors and officers, and financial services industry clients, including hedge funds, private equity funds, and prime and clearing brokers. Michael’s practice also includes advising clients on antitrust law compliance issues, particularly in the context of mergers and acquisitions.

Michael received his B.A., summa cum laude, from the State University of New York, Fredonia and went on to obtain his J.D., cum laude, from Syracuse University College of Law, where he was a member of the Syracuse Law Review and elected to the National Order of Barristers.

Representations

Gredd v. Bear Stearns Securities Corp. (Bankr. S.D.N.Y.; S.D.N.Y.; 2d Cir.)
Successfully defended Bear Stearns against a $141.4 million fraudulent transfer claim brought by the bankruptcy trustee of Manhattan Investment Fund, Ltd., a failed hedge fund and alleged Ponzi scheme for which Bear Stearns provided prime brokerage and clearing services, helping to achieve a unanimous jury verdict in Bear Stearns’ favor at trial. 

Line Trust Corp. Ltd. v. Lichtenstein, et al. (N.Y. Sup. Ct., New York Cty.)
Represented the largest senior mortgage interest stakeholder in defeating a $630 million lawsuit arising out of the Chapter 11 bankruptcy of Extended Stay Hotels Inc. and its affiliates and alleging that senior debt holders schemed to wipe out mezzanine lenders by negotiating a non-binding restructuring term sheet for the company that induced management to authorize the bankruptcy filing in circumvention of various financing agreements. 

Brasher v. Broadwind Energy, Inc., et al. (N.D. Ill.)
Obtained dismissal of securities class action claims for control person liability against hedge funds and managing member of affiliated investment adviser premised on alleged misstatements made by a company in which the investment funds owned over 47 percent of the common stock and had the right to nominate three of the six directors. 

Mitchell v. Reiland, et al. (N.D. Ill.)
Successfully defended a group of hedge funds alleged to collectively constitute the controlling stockholder of public company against shareholder derivative claims seeking, among other things, disgorgement of over $30 million in proceeds received by the funds from stock sales made in connection with a secondary public offering of the company’s stock. 

Chicago Transit Authorityv. North American Bus Industries, Inc., et al. (Ill. Cir. Ct., Cook Cnty.)
Represented a leading private equity firm in obtaining dismissal of claims seeking to impose alter ego liability stemming from its portfolio company’s alleged breaches of contract. 

Fisk v. H&R Block, Inc., et al. (Mo. Cir. Ct., Jackson Cnty.)
Represented H&R Block, Inc. and its Board of Directors in a shareholder class action alleging proxy disclosure violations pertaining to “Say-on-Pay” executive compensation and long-term equity incentive plan proposals, which settled on terms favorable to the company. 

Successfully represented a hedge fund service provider in an SEC investigation involving claims that the service provider should be held secondarily liable for the fund manager’s primary securities law violations or for violating a duty to investigate an alleged fraud, which concluded without the pursuit of formal charges. 

Served as antitrust counsel to buyers and sellers in connection with mergers and acquisitions across a spectrum of industries, including supermarkets, rental cars, manufacturing of paper, automobiles and plastic containers and defense industry companies, among others.

Publications

“Statutory Background” and “What Is a Security?,” Insider Trading Law and Compliance Answer Book (Practising Law Institute), 2013-2018

“Clearing Broker Liability and Responsibilities,” Broker-Dealer Regulation (Practising Law Institute) (contributor)

Speaking Engagements

FEA Private Equity Litigation and Liability Avoidance: Practical Advice Regarding "Alter Ego" Liability and Post-Acquisition Disputes, New York, November 2014

Memberships

  • American Bar Association
  • New York State Bar Association